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LOL !! ""a trillion dollar industry by 2020 .....yes 5 years""
Uh, NO. Name ONE "TRILLION DOLLAR" industry in existence today? The entire GDP of the U.S. is just about $14 TRILLION dollars. There's a single "industry", let alone a company that does 1/14th the dollar's annually as the entire output of the largest economy on planet earth? REALLY?
The largest of the large oil and gas "majors" maybe do about $500 BILLION for a few of um, gross, on their best yrs. Combined they'd all do over a $trillion in gross- but those are 100 plus yr old companies, most of um and they FUEL and RUN EVERY ECONOMY ON THIS PLANET - including China and the U.S..
OCAT a "$trillion dollar industry"?? How bout right now it's about a ZERO dollar industry, REALITY. ZERO to a $trillion in 5 yrs would break by a million, million miles every record of the world's most successful companies to ever exist in any industry- computers, oil-gas-energy, any tech field, retail like Walmart who's on practically every continent on earth now, on-line sales such as Amazon, etc. NO ONE, not Google, not Apple, not Microsoft, no Chevron-Texaco or Exxon-Mobile or China Petroleum or pick it- has ever ramped a company or industry anywhere remotely close to ZERO to a $TRILLION in 5 yrs.
That's a laughable assertion. This company is going to be lucky to still exist in 5 yrs given their precarious financial condition. Nearly EVERY existing "stem cell" company is on the OTC and a penny stock for a reason. Microsoft, Google, oil and gas companies, etc were almost all PROFITABLE from near day one of their existence, or profitable on a very short ramp up. Amazon probably being the only exception I can think of- and the air is about to get let out of them for the very reason they can't seem to sustain long term profitability despite $BILLIONS in revenues.
There's not one SHRED of proof that this company has anything to do with some imaginary, yet to exist, $TRILLION dollar industry. That's pure fabricated dreaming and myth IMO.
"Hammer formation was created last trading session during an uptrend. Let's see if it can break .01 and get back up to the 200MA.
"
The 50 DMA and the 200 DMA of BHRT are actually inverted right now- putting it in extreme technical weakness and a long, long way from any trend reversal to an "uptrend". This is a 9 month down trend now- sustained and w/ the selling/dumping days volumes far exceeding any blip of "buying" days or slight up bounces. And that's despite numerous attempts at "PR" being released- which didn't even make a slight bump to the trend.
The days it's traded up a tad recently are on high spread bid to ask, much lower volume days than all the large sell/dump days which have been on 4X to as much as 8X the volume of any slight "up" days.
50 DMA is presently .0140 sitting under the 200 DMA (inverted)
200 DMA is presently at .022 so this needs a more than double just to break back above the 200 DMA. This is a deep down trend.
Just too much dilution share overhang and use of toxic, convertible debt financing, on-going and unabated IMO. They're diluting out to the tune of 10's and 10's of millions of shares, month after month, on-going. The next 10-K filing share O/S count and fully diluted O/S share counts are going to show huge increases IMO.
If they, BHRT were to have tapped that Magna credit line anytime recently here- it would have been enormously dilutive at these depressed share prices. Further, the $200K Magna "note" would be 31 million shares just by itself, they paid Magna minimum 9 million shares in up-front "fees" and as much as 15 million more shares in additional "fees/expenses" (see Magna prospectus SEC filing).
If they were to have tapped that Magna line even once recently- which they stated plainly in the prospectus they "plan to use it all" (paraphrasing) and one would assume they'd need to tap it as they are/ must be extremely low on cash- it would be extremely dilutive at these prices.
Example: If BHRT made even one "draw" on the Magna line now at .0085 per share, for just $300K lousy bucks of survival cash, how much dilution minimum would that be?
.0085 X .93 = .008 per share Magna pays.
$300K / .008 = 37.5 MILLION more dilution shares.
That would mean for just $500K from Magna ($200K note + $300K one time "draw" on credit line) BHRT would have poured out 31 million + 9 million + 37 million + up to 15 million = 95 MILLION or so shares. Almost 100 MILLION more instant dilution shares in a period of probably a month or two.
What does one figure putting all these law firms and lawyers on retainer for this new Collins/Leonhardt lawsuit is costing- for the corporation and essentially almost the entire BOD and who knows if BHRT is picking up the legal tab for the Northstar LLC portion? What, $50K maybe just to "start" or perhaps $100K, easy, to get that much legal power all on retainer for that many different corporate and individual representation? And I'd doubt those law firms let their bills get paid in shares of common stock like BHRT so often does in the past with other common business bills. I'd guess it's cash, up-front, on the barrel head IMO.
So, I don't see what's gonna put any major up-force/buying action in here at this point? Again, numerous PR's about all kinds of "stuff" and none of them have even slightly moved the needle on the severe downtrend to the common shares.
My 2 cents.
Qoute: "$OCAT has IMO stopped treating patients in Nov 2014. Paul Wotton stated at the Jan 12, 2015 that $OCAT has treated 40 patients to date which would be exactly where $OCAT was at Nov 2014 starting and stopping at the 200K Cohort."
HOW DOES or would anyone know that? PROOF? Public statement by company or similar?
Quote: "$OCAT monthly burn rate for simple Admin + salaries WITHOUT clinical trials is a mere $500K per month or approx $1.5 mil per Qtr. "
NO, WRONG. They have a basic R&D budget that is ON-GOING to keep the company running- that dept does not get shut down or stop operating just because there are no trials underway? Did they just LAYOFF their R&D staff and close the dept in any public announcement? As of their last 10-Q, the qtr covering up to Sept 30th, 2014 is the ONLY info anyone can go by as there has been no other financials released or updated since then.
Quote: "As of Nov 2014 IMO $OCAT continues to have +$8 mil cash and cash equivalent available. "
NO, WRONG again. Their last cash position was as of Sept. 30th, 2104 and would have been WELL DEPLETED BY NOW just via paying expenses such as "accounts payable" which as of Sept 30th stood at over $2 MILLION dollars. Those bills don't "wait" for months and months to get paid- "accounts payable" entries are the most short term of obligations, typically 30 days due, maybe 45 tops.
Also, the only way OCAT cleaned up it's balance sheet a bit and was able to show a "slight" positive shareholder equity of about $720K, but WELL SHORT of the NASDAQ $4 million ($5 million per OCAT sr mgt statement) was they heavily tapped Lincoln for $24 MILLION in financing- using the end of the last "credit line" they had with them and then tapping another $9.75 $MILLION from the re-newed, "2014 Lincoln line" latest credit line with them for a total of $24 MILLION large from Linoln in just a 9 month period prior to Sept 30th, 2014. VERY dilutive.
Latest 10-Q PAGE 24:
"From January 1, 2014 to September 30, 2014, Lincoln Park purchased 3,542,991 shares of common stock for cash proceeds of $24,038,191. Of the shares purchased, 2,269,750 shares of common stock were sold to Lincoln Park pursuant to the 2012 Lincoln Park purchase agreement, for total proceeds of $14,281,295 and 1,273,241 shares of common stock were sold to Lincoln Park pursuant to the 2014 purchase agreement for total proceeds of $9,756,896."
That's all that's shored up their cash position and gave them a slight positive shareholder equity, was heavily tapping Lincoln recently- but the $7.x million "cash and cash equivalents' would have been WELL CONSUMED BY NOW, Jan 20th 2014, 3 months and 20 days since that last financial statement was issued. So they've easily and 100% FOR CERTAIN IMO have tapped Lincoln again in the past 3 months for a large cash draw- at least several $million or they, OCAT, would have been lights out by now.
QUOTE: "$OCAT using Lincoln as needed for any add'n cash needed. "
Of course they are- it's all they got. They're surviving right now on Lincoln as they have no other cash source. But they only "had" (past tense 3 months ago) about $20 million left on the Lincoln "new" 2014 line as they tapped it already for $10 mil of the $30 mil total, almost the day the ink was dry- again, to shore up their balance sheet and try and show a little positive shareholder equity and give um a few months operating cash to pay their $2 million plus in accounts payable alone, let alone general/admin costs and the R&D dept and similar.
Quote: "The latest 10-Q for outstanding shares illustrates IMO that $OCAT Lincoln activity is at a minimum to conserve their $+8 mil cash until the 10 mil shs placement details have been finalized as well as their uplisting to the Nasdaq Capital exch. "
They would NOT have $8 million in cash now, 4 months LATER than the last published financials unless they've drawn down a large amount on that 2014 Lincoln credit line program. Else, cash has been largely depleted by now. No other way they'd be surviving as they generate no cash of their own internally.
Quote: "Outstanding at November 4, 2014 Common Stock 34,393,658 shares
Common stock 37,500,000 shares authorized, 34,358,658 and outstanding at September 30, 2014. "
There is no recently published or updated share count including any recent dilution such as if they'd tapped the Lincoln line in the past few months? Where is that updated and current number as published or released?
Quote: "In the one month period between Sept 30 and Nov 4, 2014 outstanding shares increased a mere 35,000 shs which at approx $7 PPS at that time is a mere $245K. This compares with the current expected expenditure of $500K per month with all trials on hold."
NO, where is there a recent, up to date share count published in a SEC filing which would be the only credible source? Where is that number? Also, their monthly burn rate is far more than $500K as it takes much more than "salaries" to keep a company open and running. Cash use/consumption is not calculated via merely looking at the admin/general expense line. One has to look at the statement of cash flows and all other cash being journaled in and out of the company to pay bills, legal, lights, insurance, etc to get the total cash use and needs.
Quote: "$OCAT RPE Patients on hold until Completion of details for the 10 mil shs placement."
Is there an OCAT SEC filing or company published public PR or similar that specifically states that? Have not seen that information?
Is there a link available to a specific source on that, as released by OCAT the company?
Quote: "As $OCAT mgmt has stated "the phones are ringing off the hook" with Opthamologists and patients pleading to be admitted to the Clinical Trials. Naked Shorters and Swing Traders are engaging in a dastardly greed motivation for themselves while the blind and sick are needing treatment. Sickening to witness human greed of these Shorters and Swing Traders."
1) And records of how many calls a day are "ringing that phone" off the hook supposedly? Like a daily phone call count, etc? They are actually "pleading"? Really? It would seem that if one wanted to be admitted to a clinical trial it's typically not done over the phone but would require a written submission to be sent in? Any count on those? Any quotes of "pleading" available for the public to read "on the record"?? Sounds like a lot of management hyperbole to me, if it ever even actually occurred or was said before?
2) Sickening to witness human greed? How bout when an insider such as Lanza unloads over $600K of free shares he gets- right before Christmas time, you know, for "greed" and his own self enrichment? He's already pulling down over $500K annual in a base salary- but that's apparently not enough to fund a lavish lifestyle he likes to keep. He's a pretty prolific and I guess "greedy" seller of his own company's shares- despite the common shareholder's losing more than 98% of their value since the company has gone public? How "greedy" is that? Seems like he, as an insider, sure likes to look out for and take care of HIS own self interests. But that's all "cool" and "down" I guess, you know- when he DUMPS AND SELLS large amounts of shares which put down-pressure and dilution on the common stock?
How bout some other past selling he, Lanza's done, even as some other common shareholder got taken for a loss at the same time?
Read this one, off a very well respected "stem cell" site run by a "science guy" who felt lured in enough to buy a few shares, only to end up taking a loss as the insider's sold large amounts. Sounds like some "greedy" insiders again IMO? How much did "greedy" former CEO Gary Rabin sell and unload of OCAT/ACTC common shares? How much are the common shareholders paying in LEGAL FEES (over $4 MILLION) for SEC actions against company insiders? Any "justice" there, when those insiders were self-enriching and apparently acting out of classic "greed" it seems?
Funny IMO how it's always some "sinister" ole mystery short sellers (which is 100% LEGAL by the way (being short or selling short a stock), per the laws of the United States as passed and maintained by our duly elected U.S. Congress who have total oversight of all banking and financial laws and SEC oversight, etc in this nation)- always some "sinister short" or whatever acting in their supposed "evil self interest", but insiders acting in their self interest is just "cool" and "good for them" to fund their lavish lifestyles and elaborate homes and expensive hobbies and all?
Never understood how exactly that "works"? The insiders aren't in this for self "greed" and self enrichment? Do they work as charity volunteers taking no pay? Look at just the base salaries of the top management- it puts um all in the top 1% or 2% of this entire nation for annual income, let alone what they take home via DUMPING STOCK on a regular basis and "other" perks n bonuses and what not. WHAT of any value exactly have they ever produced to earn that kind of compensation? Have they ever produced ONE CENT of ROI to the common shareholders or commercialized and sold a single product, ever, let alone ever generated on DIME of profit, ever?
http://www.ipscell.com/2012/02/why-lanza-and-i-sold-act-stock/
Quote:
"Why Lanza and I sold ACT stock
Posted on February 17, 2012
It wasn’t so long ago that I did a post explaining why after following the company for years, I finally bought a small amount of stock in the stem cell biotech, Advanced Cell Technology (ACT; symbol ACTC). In part it was motivated by my enthusiasm to see them publishing a paper, a very preliminary paper, on their human ES cell-based clinical trials for macular degeneration.
However, being more of a scientist than a stock trader, I found myself fairly quickly having second thoughts, particularly after the stock did not do much of anything despite the good news from their paper and then started in fact going down.
So within a short period of time I sold my shares in ACT for a small loss.
Why?
While I support ACT and the work that they are doing as a stem cell scientist myself, I calculated that the illogical nature of the stock market more generally, especially when it comes to small biotechs, was going to make me unhappy.
Turns out I wasn’t the only one selling ACTC stock recently, as David Jensen reports that ACT scientific leader Robert Lanza sold 7.7 million shares for $1.5 million on Jan. 23 and 24. Seeking Alpha first reported the sale.
I expect my reasons were different than Lanza’s although we may never know.
And for all we know at some future date, I may lament my selling of my tiny bit of ACT stock if their clinical trials are successful in the longer term.
Anyhow, maybe I should take the advice of an ACT investor who once emailed me, saying, “You should stick to the science part of stem cells!”"
So LANZA SELLING and DUMPING for over a $MILLION = "good" I guess. But some other free person participating in a FREE COUNTRY and our FREE MARKETS for their own self interest or gain = "bad" ???
So Lanza recently sold about $600K worth of OCAT stock and a few yrs back sold $1.5 MILLION worth- those are just two documented cases, I'm sure there are many, many more. So that's $2 MILLION plus worth right there on top of annual compensation of over 1/2 $MILLION per yr. Isn't there some "greed" and self enrichment going on there? Again, the common shares have lost about 98% of their value since inception- returning nothing to the common shareholders? How is that "OK" and not representative of "greed"?
I'm confused I guess?
"There is protection for biotech companies for exclusivity with biologics with the FDA for a period of time. "
Then WHY does every major pharma and bio-tech on planet earth spend $100's of millions if not $BILLION for patent protection? Why, if it's just some "pesky" ole "technicality"?
Further, WHY does Bioheart itself PLASTER it's own SEC filings with wording like RISK RELATED TO OUR PATENT PROTECTION ABILITIES?? If it doesn't matter- why put it in their own SEC filings? Why?
Last filed 10-K, PAGE 16:
"Our commercial success will depend to a significant degree on our ability to:
defend and enforce our patents and/or compel the owners of the patents licensed to us to defend and enforce such patents, to the extent such patents may be applicable to our products and material to their commercialization;
obtain additional patent and other proprietary protection for MyoCell and our other product candidates;
obtain and/or maintain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to our technology, both in the United States and other countries;
preserve company trade secrets and other intellectual property rights relating to our product candidates; and
operate without infringing the patents and proprietary rights of third parties."
Sounds pretty clear to me? Plain English? PATENTS MATTER and MATTER BIG TIME.
Or, same 10-K filing, PAGE 40: WHY USE THE BOLD WORD "RISK" if the old "patents don't really matter thing is true?? Why?
"Risks Related to Our Intellectual Property
We hold limited patent and other intellectual property rights, and our success will be dependent in large part on safeguarding our existing intellectual property rights and obtaining patent and other proprietary protection for our product candidates.
We hold limited patent rights in our product candidates. Our MyoCath product candidate is protected by a patent, expiring in September 2017, in which we have an irrevocable co-exclusive license. Our MyoCell product candidate is no longer protected by patents, which means that competitors will be free to sell products that incorporate the same or similar technologies that are used in MyoCell without infringing our patent rights. As a result, MyoCell, if approved for use, may be vulnerable to competition in the form of products that use the same or similar technologies. We have previously licensed certain patents and patent applications relating to our MyoCell product candidate. These licenses have all lapsed as of the date of this report, although we have had discussions with the relevant licensor regarding a potential reinstatement of our rights in such licenses.
Our commercial success will depend to a significant degree on our ability to:
·
compel the owners of the patents licensed to us to defend and enforce such patents, to the extent such patents may be applicable to our products and material to their commercialization;
·
obtain new patent and other proprietary protection for MyoCell and our other product candidates;
·
obtain and/or maintain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to our technology, both in the United States and other countries;
·
preserve intellectual property rights relating to our product candidates; and
·
operate without infringing the patents and proprietary rights of third parties.
Failure to obtain adequate patent protection for our product candidates, or the failure to protect our existing patent rights, may impair our ability to be competitive. The availability of infringing products in markets where we have patent protection, or the availability of competing products in markets where we do not have adequate patent protection, could erode the market for our product candidates, negatively impact the prices we can charge for our product candidates, and harm our reputation if infringing or competing products are manufactured to inferior standards.
"
I'd say, IMO, that per their own 10-K filing wording- THEY THINK PATENTS ARE ENORMOUSLY IMPORTANT? They just spelled out IN PLAIN ENGLISH that their entire future "chance", even remote "chance" at "commercial success" pretty much hinges on what? PATENTS, according to all that 10-K, SEC filing verbiage above. And the REALITY IS- THEY NO LONGER HOLD THOSE KEY PATENTS.
Pretty clear to me, for me personally. Clear as day.
Myocell isn't even under patent anymore- who wants or cares about Myocell now? Wonder why no major source of funding has come forward in FIVE YEARS to advance Myocell?
I don't personally, even buy into the "we're in phase 2/3" anymore. When it gets to be FIVE YEARS of "we're gonna restart the trials SOMEDAY MAYBE "if" we ever get funding", well, in my book, my opinion- it's past being a carrot being dangled out there. FIVE YRS? If it hasn't happened by now- it ain't gonna happen. Just my 2 cents.
If these trials and "Myocell" were really worth something- we just passed through the greatest bull market in probably the history of planet earth, MONEY would have found these "trials" IMO, the "smart money" if there was something there to be had. Reality- those trials are aging and collecting dust by the day, week and year. Rather than "fund the trials"- they just paid out $800K in bonuses to 2 of the 4 remaining full time employees and also boosted their base pay for just those 2 employees to $775,000. That's $1,575,000 per yr to just two people that could have gone to the precious "trials" - but got sent to "bonuses" ($800K of it anyway) instead.
Last filed 10-K filing, PAGE 40:
"Risks Related to Our Intellectual Property
We hold limited patent and other intellectual property rights, and our success will be dependent in large part on safeguarding our existing intellectual property rights and obtaining patent and other proprietary protection for our product candidates.
We hold limited patent rights in our product candidates. Our MyoCath product candidate is protected by a patent, expiring in September 2017, in which we have an irrevocable co-exclusive license. Our MyoCell product candidate is no longer protected by patents, which means that competitors will be free to sell products that incorporate the same or similar technologies that are used in MyoCell without infringing our patent rights. As a result, MyoCell, if approved for use, may be vulnerable to competition in the form of products that use the same or similar technologies. We have previously licensed certain patents and patent applications relating to our MyoCell product candidate. These licenses have all lapsed as of the date of this report, although we have had discussions with the relevant licensor regarding a potential reinstatement of our rights in such licenses."
Same 10-K filing, PAGE 31:
"Our product candidates may never be commercialized due to unacceptable side effects and increased mortality that may be associated with such product candidates.
Possible side effects of our product candidates may be serious and life-threatening. [b[color=red]]A number of participants in our clinical trials of MyoCell have experienced serious adverse events potentially attributable to MyoCell, including six patient deaths and 18 patients experiencing irregular heartbeats[/color]. A serious adverse event is generally an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to the FDA. The occurrence of any unacceptable serious adverse events during or after preclinical and clinical testing of our product candidates could temporarily delay or negate the possibility of regulatory approval of our product candidates and adversely affect our business. Both our trials and independent trials have reported the occurrence of irregular heartbeats in treated patients, a significant risk to patient safety. We and our competitors have also, at times, suspended trials studying the effects of myoblasts, at least temporarily, to assess the risk of irregular heartbeats, and it has been reported that one of our competitors studying the effect of myoblast implantation prematurely discontinued a study because of the high incidence of irregular heartbeats. While we believe irregular heartbeats may be manageable with the use of certain prophylactic measures including an ICD, and antiarrhythmic drug therapy, these risk management techniques may not prove to sufficiently reduce the risk of unacceptable side effects.
Although our early results suggest that patients treated with MyoCell do not face materially different health risks than heart failure patients with similar levels of damage to the heart who have not been treated with MyoCell, we are still in the process of seeking to demonstrate that our product candidates do not pose unacceptable health risks. We have not yet treated a sufficient number of patients to allow us to make a determination that serious unintended consequences will not occur."
There's a plethora of reasons IMO why these trials are essentially dead and parked for 5 yrs now. "Lack of funding" being probably just one of many factors.
"Big Pharma." LOL !!
OK. Ole "big pharma", that hasn't put DIME ONE in this company or ever financed them or partnered with them, etc- and could buy um out with what any "big pharma" company keeps in their petty cash drawer or spends on a company picnic weekend is the one's they're being "protected" from via setting up lil ole Northstar Biotech LLC?
Right on. Ole "big pharma" is out for $5 million market cap, 4 employee ole Bioheart, but Bioheart is going to Asher and Magna instead and diluting out to the tune of 100's of MILLIONS of shares of stock in less than 1 yr- even using common stock to pay day to day bills cause ole "big pharma" is really on the hunt for um and trying to "get um" and they, Bioheart, needs "protection" from those ole "big pharma" folks lurking out there? And tiny ole Northstar Biotech LLC who's "world headquarters" is listed as a residential home in rural Anoka MN is the "secret savior" of ole Bioheart? Sounds about right I guess?
Too funny. It's big pharma all this time? Who knew? 650 MILLION shares of dilution, a 98.8% TOTAL LOSS to the common share stock value, share price at 8/10th of ONE CENT and a market cap barely cracking $5 million and almost all past employees and all professional staff and many past BOD members and the former founder and CEO all left the company- but they're actually beating away "big pharma" from "getting um".
Wow. OK.
" Still 100 million spent so far is a lot of money. That something needs some type of protection in my opinion.
"
"protection" from what or who? WHO is after the $100 million that is totally GONE and SPENT, as in past tense? Who is "after what" and when and why? What are they needing "protection from" exactly?
That makes no sense to me? The market cap on this stock is now teetering around $5 million lousy bucks total due to massive, massive un-ending dilution. I don't see any hostile take over or anyone rushing in with funding or money making any offers to try and "get it"? What do they have that anyone wants? Why are they using the worst of the worst, toxic convertible debt and diluting away the shares, while at the same time paying themselves (2 people) large base salaries and cash bonuses- when they're tying to "protect" what exactly? One couldn't do more harm to "it" IMO than the present, furious use of un-ending dilution and toxic debt financing?
Just look at the near total destruction of the common share price and market cap being wiped to almost nothing- while they're holding $10 million in current debt obligations putting them on the brink of insolvency (see their own SEC filing "going concern" warnings and "liquidity problems" warnings). One can't do much more to drive this to the brink than what's being done now via using Magna and similar IMO?
"protecting" WHAT exactly and now? How is anything being "protected"??
The total paid in capital is found on any recent SEC filing. And that money is burned up and GONE. There's nothing about it to "protect"? It's been spent and is gone.
"They never disclosed it on any SEC forms?"
Not every member of who makes up Northstar LLC, no, not that I'm aware of?
Also, they never disclosed if Northstar paid a discount to face value for the remaining Bluecrest loan debt- not that I'm aware of and that's one of the assertions of the Collins/Leonhardt suit, that Northstar may have bought that debt for less than face value.
Notice the wording in the 10-K filed covering the yr that Northstar LLC was "created" via the stroke of a pen and a few bucks more than likely for a LLC filing fee:
http://www.sec.gov/Archives/edgar/data/1388319/000114544313000874/d30274.htm
Quote, PAGE F-25 of that 10-K:
"On February 29, 2012, the Note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267. See Note 8 below."
Notice the wording- it was "assigned" to this new entity Northstar LLC. Notice "owned PARTLY" by those BOD members- so who OWNS the "other parts"?? I don't see any detailed accounting of who ALL the members of the LLC are or were and what, if anything, each of them paid, as in cash money, for the Bluecrest debt? Where is that disclosed to the PUBLIC SHAREHOLDERS OF BIOHEART? So IMO, NO it's not in any SEC filing that I've ever found? No one I know of even knows who exactly all the members are that make up Northstar Biotech LLC?? The recent law suit makes it clear that they're gonna find that out as part of their "discovery"- they list who they "believe" makes it up, but state clearly there may be more "mystery" members who they need to further "discover".
For example- who is "Greg Knutson" and how did he just become the "managing director" of Northstar Biotech LLC, only a few weeks ago with it written that he now has fully control and rights to vote all the Northstar LLC "voting shares" which total over 500 MILLION votes? Some "guy" from Ham Lake, MN a who runs a "construction company" a few miles up the road from BOD member Chuck Hart. How does that "work" just as one example? 500 MILLION plus votes of a public traded company being handed to a "guy" that public shareholders have no idea who he is or what role he plays in running Bioheart, etc. That's not even a "tad" bit troubling?
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
I have no idea who "Greg Knotson" of Ham Lake MN is? How does he now have all voting power over 500 MILLION plus votes held by a tiny LLC known as Northstar Biotech LLC which effectively therefor has total control over a public traded company known as Bioheart? Is that in any SEC filing- he's not on the BOD, he's not in Sr Mgt so how does he control all majority voting power over a public traded company? Did he purchase and buy that right? If so for what price and when?
There is a shareholder meeting and proxy vote coming up for example- and that "guy" named "Greg Knutson" just got handed the keys to the car called Bioheart the public company and now holds 100% TOTAL control majority over anything put to a shareholder proxy vote.
From the recent SEC filing 1/12/15:
http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=10405439-1164-12401&type=sect&TabIndex=2&companyid=734841&ppu=%252fdefault.aspx%253fcik%253d1388319
Quote:
"Greg Knutson, Chairman of Board of Managers, is deemed to have voting and dispositive power"
And quote from SEC document form SC 13G/A
" Shared dispositive power: 52,368,582 capital shares (32,368,582 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"
So that just put 553,368,582 Bioheart common stock SHARE VOTES 100% into the hands of a "guy" named Greg Knutson of rural MN? Who's he- is that in a SEC filing somewhere? Not that I've ever found?
What's also interesting though is this filing lists Greg Knutson as having the address of:
"Address or principal business office or, if none, residence: 19345 Rhinestone Street, NW, Anoka, Minnesota 55303"
In all past filings- that's always been Chuck Hart's address, the BOD member of Bioheart and the address of "Hart Masonry".
http://www.bbb.org/minnesota/business-reviews/mason-contractors/hart-masonry-in-anoka-mn-96119754
"Hart Masonry, Inc.
(763) 360-89xx
19345 Rhinestone St NW, Anoka, MN 55303-4560
It's also the address of a home in MN now for sale on Zillow via a simple public search using Google. So what gives with that?
http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/
Looks like recently the Zillow listing even had the address slightly altered from "Anoka" MN to now "Nowthen" MN (Google shows that to be a city in Anoka County- but that address sure doesn't look to be "in the city" to me? Could be wrong- but it's always been ANOKA on SEC filings and LLC public database info going way, way back, years back? Why did that get changed now, suddenly?)
http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Anoka-MN-55303/55182634_zpid/
http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=222976786
See the public LLC info- that was always listed as Northstar Biotech LLC and matched to Chuck Hart, the BOD member of Bioheart. Now, only weeks ago it's all switched to "Greg Knutson" who per public databases appears to run a "construction company" only 8 or 10 miles away per the Google map I checked? So who is that "guy" who now holds the 500 MILLION plus votes in his hands?
http://www.manta.com/c/mm5r8vl/g-e-knutson-construction
See that address and info- it now matches what was filed on the Florida Secretary of State site for Northstar Biotech only weeks ago- but DOES NOT match the recently filed SEC form S-13 G/A?? Why is that?
But it's the same home for sale based on the photos of the two- no doubt in my mind. Exact duplicate now listed with slightly two different addresses? I just looked at it a week or so ago and when I plugged in that exact address above of 19345 Rhinestone St NW, ANOKA, MN is came up as thee #1 search hit return in Google and was a Zillow listing? So that's another "odd" one IMO? The listing just got "teaked" it looks like to NOWTHEN, MN but shows pictures of the exact same home?
Google shows "Nowthen" to be a city in ANOKA county MN. So it looks like they "tweaked" the Zillow listing just a "tad" so it doesn't exactly match the Northstar LLC filings on public record w/ the Florida Secretary of State perhaps? That's all I can figure, as it's clearly the same home being offered for sale, and I know for a fact I was it listed as "Anoka" not less than a week ago.
So, who is "Greg Knutson"? I don't have the slightest idea and can't find a SEC filing that says who he is- but he's now running Northstar LLC, the highly PRIVATE LLC that no public shareholder knows the inner workings of that I'm aware of?
Nothing surprises me anymore with all these Florida Secretary of State changes to Northstar LLC and all the rest. Nothing.
Again, IMO, way, way, way more to this suit than just Brenda Leonhardt not getting paid back a debt- Northstar and who they are, what legal rights they have over a public traded company, what their legal construct and membership is, what rights their voting power over a public traded company hold, how they can choose what creditors get paid first or second or not at all, is their self-dealing going on, etc are all going to be raised in this recently filed suit IMO.
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLxiWNI4bc8
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
That's the way I read it from reading the suit, reading Northstar Biotech making sudden changes filed with the Florida Secretary of State and all the rest. Again, I don't think this is over by a long, long shot. It's just getting started IMO.
"Makes sense according to this
http://www.bioheartinc.com/assets/press/BluestarandNorthStarNotePurchase3-14-12.pdf"
Well, sounds "good" from a PR sound bite perspective maybe?
Reality? One thing this lawsuit is asserting is that they, Northstar LLC may have bought that former Bluecrest loan debt at less than face value and never disclosed it to anyone (maybe much less than face value), especially the common shareholders and also other creditors who were perhaps in first position, owed large amounts of money etc.
Second, what proof exists that some mystery entity/person was "seeking after Bioheart's so called intellectual property"?? What IP does BHRT even really have or own? Myocell is off patent and nearly everything else they have is via paying someone else a license fee or to pay to use someone else's patent, etc. and their own SEC filings say all those licenses have "lapsed". Other than a catheter that's coming off patent in about 2 more yrs (2017), what of any real value does this company of $250K or so total assets even own of any value anyway? Where is that all explained in a SEC filing or similar?
What exactly is the BHRT IP portfolio and what's it's "value" according to anyone? The company's market cap is now a pittance and no one out in the vast big wide world has been making a move to gobble um up or offer um anything for these so called "IP property" they own? Why is that? This company could be bought-out on the open market but no one's been after it? No major financier has ever stepped forward in 5 yrs to try and buy a piece of them- instead they have relied continually for yrs on them most dilutive and toxic type of financing a firm/company can use via Asher, Magna, Fourth Man, Daniel James, Greystone and who knows who else- diluting out their common shares to now past 650 MILLION shares O/S and upping their A/S to 2 BILLION just last yr. Who's making a move to try and buy them out or even put up one dime of non-dilutive investment money in them?
Just a PR with a lot of fancy, "good" sounding wording IMO.
Sounds like a few insiders, for maybe less than $500K went and bought themselves essentially all rights and all voting power control over a public traded company- and then began to pay themselves back first, including interest, pay large bonuses to themselves, vote and pass any proxy or pay and incentive packages via their own controlling votes (using preferred shares with a 20 to 1 vote, later upped to a 25 to 1 share per preferred voting power), etc
There's no clear indication that Bluecrest was "calling the loan" amount remaining or that BHRT couldn't have simply raised a lousy $500K or so via any other number of means of financing they've used over the past many yrs such as Asher or Magna or similar? Also, the insiders could have simply lent the money without setting up Northstar LLC and then granted themselves the "lien" over essentially all that BHRT did own, could own, and might create or own in the future- what gives a tiny few insiders the rights and abilities to do that via a self-vote, never put before the common shareholders in a proxy vote for example?
Again, way, way, way more to this tale IMO that first meets the eye. And that law suit is probably going to try and crack a lot of the "mystery" details wide open and they'll be made public if things move forward.
Just look at the entire list of 10-Q's and 10-Ks since 2010 and especially since Northstar LLC was created- all the "shares issued" to those tiny few insiders and loans upon loans with interest, one "insider loan" being paid off in one line of the 10-Q or whatever, then later in the same filing another new "insider loan" w/ interest being issued by the same insider or Northstar, or the never seemingly ending list of "related party notes" always having shares issued to them as another "related party note" is being created elsewhere in the same filing, etc. One of the most confusing things I've ever read is trying to follow a BHRT 10-Q or 10-K. They typically run like 65 or 70 pages for a tiny company with 3 or 4 employees, essentially no revenues, no assets, no much of anything- yet are extremely complex and convoluted SEC filings IMO. I've read 10-Q's or 10-K's for companies with 10,000 or more employees and $billions in sales and so forth- and they run half the number of pages of a BHRT similar filing and are as easy to follow and understand as balancing a checkbook at home.
My 2 cents.
"Bryan Collins" and "Justice will be served."
Any concern that maybe Brenda Leonhardt hasn't been paid back the $1.5 MILLION in principal she's owed, let alone the interest? Any "justice" in that?
How bout the "justice" concerning the possible legality surrounding setting up an LLC, consisting only of certain "insiders" and then signing over to them - a "lien" to essentially everything a public traded company does own, can own, or would ever own? It's outlined pretty clearly in the suit- I've personally always questioned how Northstar Biotech LLC was even possible or legal to exist within a public traded company. Looks like I'm not the only one who's had these thoughts and questions?
Note also- the suit asserts that not only was this LLC "thing" aka Northstar just created out of thin air, but they also, the plaintiffs are asserting that they, Northstar attained the Bluecrest debt at a discount to face-value but never properly accounted for that to the public traded firm Bioheart or it's shareholders and other creditors- again, back to a breach of fiduciary duties and contract violations, etc. And once Bioheart broke fiduciary and any contracts via refusing to pay back Brenda Leonhardt, while paying other insiders ahead of her, the lawsuit is asserting that right then and there- those contracts are now shredded for all intents and purposes- and she "called the loan" as being in default, then was still not paid and thus "assigned it" to Bryan Collins to use his help and legal support and expertise to help her try and collect. Again, all spelled out in very plain English in only 9 pages of pretty simple language and writing in the initial case filing.
Of course the defense is going to file motion after motion to "try" and call the suit a "sham" and "dismiss" and what not, that's law 101- look at the dates on those motions. Has the suit been tossed yet? Why are they now looking for "discovery" on Bryan Collins if they think the suit is going nowhere? Why are all the other's in the suit getting lawyers on retainer still, when the motion(s) for "sham" and "dismiss" has already been filed? Motions being filed are a dime a dozen in any suit. The defendants are also filing motions for "more time", "extensions to prepare" etc- so apparently they don't think this is a 1,2,3 slam dunk gonna vanish on a technicality suit IMO.
This is way, way, way more complicated a suit than just about Brenda Leonhardt being owed money and not being paid back- it names all the BOD members and Sr. Mgt involved and discusses "fiduciary duties" which is a very serious matter when managing and running a public traded firm. This is not a private business where the money and assets are their for the insiders to use or distribute or using the words of the lawsuit "self deal" as they see fit. Not how it works in public traded companies. Fiduciary relationships to investors, creditors, etc are serious issues for public traded firms, same as for someone like a licenses insurance agent or investment adviser or similar. The suit involves many different issues- with Northstar being right at the center and crux of it all.
Way, way over simplifying it IMO to think it's about Bryan Collins and some msg board "rumors" that he's a "scam" blah, blah, blah. Those other msg boards and their chatter about a "class action suit" and all- has anyone seen the law licenses and yrs of practicing law by any of the poster's on those boards making those vast claims?
The law experience of the plaintiff's firm is out there for everyone to see - and they're no duffers IMO. Been in biz since the mid 1970's, can practice and represent all the way up to the Florida Supreme court, the attorney who personally signed off on the suit is their lead litigation attorney and a partner in the firm. I'd think the guy, with his 20 plus yrs practicing biz and contract law has just a "tad" bit more know-how and background than msg board posters on some other forum "somewhere" on the vast internet.
Also, if BHRT doesn't owe this money to Brenda Leonhadrdt- then why is it in PLAIN SITE right on the company's own, most recently filed SEC 10-Q balance sheet? Why wouldn't they have discharged it or shown it paid off years ago? Moving it from a liability to an asset if discharged or showing the payments being made against it and the balance going to zero if paid off? Why is that?
Here's their latest balance sheet- and it's right there, just as described, "subordinated debt, related parties" for $1.5 million in principal- just as the 2010 10-K filing and "divorce explanation" described it in Bioheart's own SEC filings going back yrs to the origination of the debt, when the B of A fiasco and default and all started in the first place. Then the Leonhardt divorce, the equal splitting of the debt- and her portion, the $1.5 million being carried forward on every SEC filing since. Why is that if it's all "bogus" and all?
Further, if this Bryan Collins of Greystone Capital is such a tyrant and scam artist and all the other terms being used on other msg boards- then WHY, WHY did Bioheart WILLINGLY keep going back the guy and his firm for more loans and more money, up to and including, very recently for a $1 MILLION, 24 month line of credit that Bioheart willingly tapped and spent and that is described in their most recent SEC filings? Why would they do business with this supposed evil guy and "scammer" and his firm? Why?
Here's the BHRT balance sheet, recent- and that debt is shown just as described:
Here is BHRT's recent 10-Q filing, showing their continued willingness to do business and take loans from the now msg board labeled "EVIL" "SCAMMER" named Bryan Collins of Greystone Capital.
PAGE 13 (notice, doing business WILLINGLY with Greystone right into mid 2014)
"NOTE 5 — STANDBY EQUITY DISTRIBUTION AGREEMENT
On November 2, 2011, the Company and Greystone Capital Partners (“Greystone”) had entered into a Standby Equity Distribution Agreement (the “Agreement”). Pursuant to the Agreement, Greystone had agreed to provide the Company with up to $1.0 million of funding for the 24-month period following the date a registration statement of the Company’s common stock is declared effective by the SEC (the “Equity Line”). The registration statement went effective on February 10, 2012. The Agreement automatically terminated on the first of April, 2014 (the first day of the month next following the second (2nd) anniversary of the Effective Date)."
Last filed 10-K, dated 3/24/14
PAGE F-20:
During this 24-month period, commencing on the date on which the SEC first declared the registration statement effective, the Company may request a draw down under the Equity Line by which the Company would sell shares of its common stock to Greystone, which is obligated to purchase the shares under the Agreement.
"During the year ended December 31, 2013, the Company issued an aggregate of 31,052,141 shares of its common stock in exchange for $346,914 draw down on the equity line. During the year ended December 31, 2012, the Company “put” 8,797,859 shares of common stock for a total of $150,000."
So Bioheart sure seems to like Greystone's (and thus Bryan Collin's) money when they need it, for this guy supposedly being to sinister and all? Why would they continually do biz with him for yrs- I can find his name in BHRT SEC filings as a lender/creditor to the company going back 4 or 5 yrs. Why?
Last filed 10-K, PAGE F-24, the section describing a PRIVATE LLC, created via the stroke of a pen, essentially being granted "lien" and ownership to everything that a public traded company owns, might own, could own or invent, and ever own in the future- and the crux and center piece of this entire lawsuit when one reads the 9 page initial filing. Also, that Northstar LLC was issued 20 MILLION preferred shares of stock with 25 to 1 voting rights, thus giving this select few insiders, 100% TOTAL voting power and total control over all things related to this public traded company. The suit again, questioning the legality of how this can even occur, let alone be legal.
"Northstar Biotechnology Group, LLC
On February 29, 2012, a note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267.
On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. As of September 30, 2012, the Company was in default, however, subsequent to September 30, 2012, the Company renegotiated the terms of the Note, Northstar has agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock.
On September 21, 2012, the Company issued 5,000,000 common stock purchase warrants to Northstar that was treated as Additional interest expense upon issuance.
On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.
In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated.
Effective October 1, 2012, the effective interest rate was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum (see Note 14 below).
In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement. In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued. In addition, the Company is obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties have determined to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock; payments of common stock for April 1, 2013 and October 1, 2013 were made the fourth quarter of 2013 based on the closing price of the common stock on April 1, 2013 and October 1, 2013 respectively (see Note 14 below).
As described above, during the year ended December 31, 2013, the Company issued the 5,000,000 shares of Series A Convertible Preferred Stock and the 10,000,000 of common stock described above in exchange for the $210,000 as payment towards outstanding principle of the debt. In addition, the Company issued 15,000,000 shares of Series A Convertible Preferred Stock as a penalty in settlement of the terms of the forbearance agreement. The fair value of the Preferred Stock of $274,050 was included in interest expense for the year ended December 31, 2013."
Here is the law firm and lead attorney- I'd say I'm gonna go with this guy's 20 plus yrs of experience over what a "guy" on some other "message board" has stated? The law firm has 3 or 4 times the number of employees as the public traded company Bioheart- the law firm has 11 actual full time attorneys on staff, let alone all their clerks and support staff.
http://www.foxwackeen.com/the-firm/
http://www.foxwackeen.com/our-lawyers/
http://www.foxwackeen.com/our-lawyers/partners/michael-j-mccluskey.html
A firm doesn't qualify to practice before their State's Supreme court via being some yellow pages ambulance chasers or having a history of filing frivolous suits that get tossed in the first few weeks on minor technicalities as is being asserted on various msg boards by people who don't even hold licenses to practice law. Not by any stretch IMO.
I'd say that lead attorney McCluskey, that firm's head litigant attoreny- has a few yrs under his belt and knows how to properly file a case IMO.
http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
Also, the past entire "debate" about that attorney's use of the word, "unregistered", he is 100% CORRECT as one would expect. He's specifically referring to the "fictitious name" for the LLC apparently never being properly filed or recorded. A biz doing business under a "fictitious" has to properly "file" for that name and record it and a ew other steps. According to a simple Google search- some business law sites state that by not doing business or signing of contracts as an "un-registered fictitious name" (such as Northstar Biotech LLC) those contracts may not be valid or enforceable from the get go- as the "fictitious" entity had no right to be signing for them in the first place. That's the crux of that wording in the suit- and why it's very specifically spelled out. The plaintiff law firm (and I'm sure they know how to do it) must of looked and done an exhaustive search for the recording of the "fictitious" name filing and found none IMO.
http://metropolisbusinesslaw.com/florida-dbas-doing-business-as-and-fictitious-names-rules-and-guidelines/
One example from link above:
"Subsection (9) of the statute lays out some penalties for failing to register the name the way that you should:
a) A person/business entity cannot maintain any lawsuit, action or a proceeding in any court of Florida until the fictitious name is registered in compliance with the statute. That restriction follows to any person who may buy your business from you as well.
b) A party who is aggrieved by a person/business entity can be awarded attorney’s fees and costs necessitated by the non-complying person.
c) Furthermore, any person/business entity who fails to comply with the fictitious name registration requirements commits a second degree misdemeanor."
See item "a", if that name was not properly registered by Northstar LLC then their contracts and existence and a whole bunch of other implications are suddenly VERY important. HUGE implications. That plaintiff attorney didn't slip that line in there about Northstar LLC being "unregistered", not by a long shot IMO. This guy McCluskey appears to know exactly what he's doing.
And what followed rapidly- good ole Northstar LLC went rapidly to the Florida Secretary of State site and filed what? A sudden name change among other things? Wonder why that was?
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
This is far, far from over or a "simple case" IMHO. Not by a long shot. No way. This involves big money and very serious business issues involving insiders, an private LLC corp and a public traded firm and the responsibilities (fiduciary duties) of the BOD and most Sr. Mgt
Quote: "I think there is more to the story to the bonuses in my opinion. Could it be them protecting revenues and cash at hand?"??
What???
I don't know how that would work or what it would even mean? They have little to no "cash on hand" at any given time and their first obligation as a business, if they plan to stay solvent and in business, is to pay their debts and obligations such as those shown on the expense line entries like "accounts payable" (which were over $2 MILLION in last 10-Q, with $46K cash on hand) and past debts to creditors, etc. Not dilute out 100's of millions of common shares to be used like a check book to pay common bills while diverting cash away to the insiders? See any latest 10-Q or 10-K and look at how many common shares BHRT issues out to pay what are common business bills and obligations- meaning they have no cash to pay those bills, but are willing to divert cash to a few, select insiders? Not good IMO?
They are so cash poor that they can't even pay the cash bonuses up front and thus issue to themselves, "promissory notes" - which is nothing knew for them, which they then typically allow to accrue interest. Which IMO is a form of self dealing.
Those bonuses further subtract from any available cash that might have gone to the R&D line, further skewing their R&D spending (which is at near zero now) to their SG&A spending/expense line making them a mis-managed company with general and admin expenses that are completely out of proportion to 1) their number of employees and what they produce which isn't much of anything and 2) to their research and development spending which in their own words is their supposed reason and mission for existing.
I know of no accounting principal or business mgt principal that says pay very large cash bonuses to just two individual of a tiny, 4 person public traded company as some method to "protect cash" or similar? This is not a private company for their own self enrichment, this is a public traded company and thus their number one reason to exist is to provide a return to their shareholders.
Read the recently filed lawsuit- one of it's key arguments the plaintiffs are making is just that; that via setting up Northstar LLC and via other past actions the key Sr Mgt and BOD have "breached their inherent fiduciary duties" and engaged in "self dealing" to the detriment of shareholders and outside creditors who are owed large amounts of money. It's right in the wording of the lawsuit and spelled out very clearly- in fact the lawsuit spells that breach of fiduciary duties out as the opening clauses before even getting into the details of the "money owed" the creditor part. It's one of the reasons the lawsuit believes the debt is "assignable" as it's claiming Bioheart threw out all contractual rights and obligation rights the day they breached their fiduciary duties and created Northstar LLC and began selectively "self dealing" via making payments to certain insider credit holders while selectively ignoring certain outside creditors and also damaging shareholders. It's a contract law type deal to some extent- meaning once Bioheart broke honoring their side of the contract (such as paying large bonuses to themselves when a long, long time creditor is basically told go screw yourself, your not getting paid, despite the debt sitting right in plain site on every SEC fling BHRT made going back yrs) the suit is arguing right then and there any contract or "note" securing that loan got shredded and they, the plaintiffs "called" the note demanding payment in full and were told no. That's the jest of the lawsuit IMO when one reads it. Pretty clearly worded and only takes 9 pages to read.
So I see no connection to how bonuses would be used to "protect" cash? That sounds like a form of "self dealing" if it were true? Again, this is a public traded company and not some private firm? No insider has any rights to the cash of the company other than using it for legit business purposes, paying bills and keeping the company solvent, doing what they promise in their numerous PR and other claims- such as actually running medical trials, FDA level phase 2/3 trials which has not occurred in going on 5 yrs now (for LACK OF FUNDING per their own SEC documents) while cash is diverted to self-enriching a few insiders?
I see no connection whatsoever to that or again, how it or why it would even be done or what "accounting" or business sense it would even make? Bonuses are bonuses- just company money/cash being given away to a select few, in this case TWO people in a company of about 4 full time employees who has nearly no cash at any given time and is using the worst of the worst dilutive financing methods a company can use- to bring in trickles of cash at any given time to stay afloat (see SEC filings under Manga, Asher, Daniel James, Fourth Man, Greystone in the recent past, as examples of toxic, convertible debt, highly dilutive and thus share price damaging financing be used endlessly, on-going by this company to keep survival cash coming in)
Just look at their latest statement of operations and where most of their money goes- NOT to R&D or trials. Their general/admin expense line dwarfs any other spending. It's out of whack to industry norms. Large pharma companies like Pfize or Merck or Abbot or similar- they spend at most usually about 2X their R&D on SG&A (marketing, general and admin) and consider their cost structure "out of line" if SG&A gets too high- then they will cut people, layoff, restructure costs, freeze salaries and bonuses, etc to get it back in-line- and they have enormous marketing expenses like boots on the ground marketing teams, entire marketing departments, TV and magazine ads, etc. BHRT has no marketing department or similar- they're two people with a an occasional one or two other full time employees (4 total as of last SEC filing).
BHRT has hacked out over $400K in R&D spending and sent it to the salaries and bonuses line of "marketing, general and admin" spending. Their R&D to general/admin expenses are totally out of proportion. They spent 10X the amount on salaries, bonuses, general overhead, admin, etc than they did on R&D for what's supposedly a "medical RESEARCH AND DEVELOPMENT" company. Their costs are completely disproportionate to having just 4 full time employees IMO. Where does the money go is the question IMO.
Now they're somehow using "bonuses" to somehow "protect" cash- again, I've never heard of that and see in know way how it would remotely makes sense?? Bonuses is cash being GIVEN AWAY to two select insiders.
Contrast the statement of operations of BHRT with that or Merck, a world class managed (probably one of the best in the world) pharma and bio-tech company. Look at their ratio of R&D to general/admin spending. They spend 50% of their general-admin expenses on R&D, and that despite 77,000 world wide employees and enormous marketing costs, legal teams and regulatory affairs departments bigger than most companies, etc. And they end up still enormously profitable as they CONTROL THEIR SPENDING and EXPENSES in proportion to their budgets.
From last filed 10-K, look at the wash-list of "common" bills that BHRT paid in pure dilution shares, using their common stock like a "check book" as they are so cash poor, yet can divert cash to ever increasing base salaries and now very large cash bonuses for just 2 people of a 4 person company? How does that make business sense?
LAST 10-K, PAGE F-28: paying bills in stock poured out like water as they HAVE NO CASH
"During the year ended December 31, 2013, the Company issued 50,029,227 shares of common stock for proceeds of $865,000.
During the year ended December 31, 2013, the Company issued 31,052,141 shares of common stock issued under its standby equity distribution agreement with Greystone Capital Partners.
During the year ended December 31, 2013, the Company issued an aggregate of 5,656,340 shares of its common stock for settlement of $82,339 of accounts payable[color=red][/color]. In connection with the settlement, the Company recorded a loss on settlement of debt of $74,877.
During the year ended December 31, 2013, the Company issued 2,500,000 shares of its common stock in connection with the issuance of a note payable.
During the year ended December 31, 2013, the Company issued 57,967,906 shares of its common stock in connection with the settlement and/or conversion of various notes payable.
During the year ended December 31, 2013, the Company issued 34,890,348 shares of its common stock in connection with the settlement of related party notes payable and advances.
During the year ended December 31, 2013, the Company issued 9,408,718 shares of its common stock in settlement of interest and penalty in connection with convertible debt.
During the year ended December 31, 2013, the Company issued 6,220,263 shares of its common stock services rendered valued at $85,151.
During the year ended December 31, 2012, the Company issued an aggregate of 952,851 shares of its common stock, valued at $34,600, in exchange for services rendered.
During the year ended December 31, 2012, the Company issued an aggregate of 51,751,138 shares of its common stock in exchange for $720,214 of outstanding notes payable and related accrued interest.
During the year ended December 31, 2012, the Company issued an aggregate of 700,000 shares of its common stock in exchange for $14,000 of accrued liabilities.
During the year ended December 31, 2011, the Company issued an aggregate of 1,982,995 shares of its common stock on exercise of options.
During the year ended December 31, 2011, the Company issued an aggregate of 27,120,856 shares of its common stock in exchange for $1,542,109 of outstanding notes payable and related accrued interest.
During the year ended December 31, 2011, the Company issued an aggregate of 1,000,000 shares of its common stock, valued at $115,035, in exchange for services rendered.
During the year ended December 31, 2011, the Company issued an aggregate of 1,272,730 shares of its common stock in settlement of outstanding related party advance in the amount of $140,000."
Healthy, SOLVENT companies don't pay their day to day bills in shares of common stock? They pay in CASH. And BHRT can't even pay CASH, despite using ASHER, MAGNA and numerous other "financing", continually, on-going essentially constantly, as they never bring in more CASH than they spend going out.
Notice how much goes to "related parties"?? Like borrowing with your left hand to reach over later and pay it back into your right hand with interest of course. Makes no business sense? And now ADD IN LARGE BONUSES owed to 2 people?
From their last 10-Q filing, a period in which they ended the qtr with a grand total of $46K cash TOTAL "on-hand" w/ over $2 MILLION in "accounts payable due" and over $10 million in "current debts and liabilities" on the books- including $1.5 million "on the books" still being carried as owed to "Brenda Leonhardt" by all indications, entered as "subordinated debt, related parties" for $1.5 million.
PAGE 23, most recent 10-Q filing. Notice, they don't even have enough CASH ON HAND to pay the promised "bonus" when due- so they may give um a "promissory note" until they can tap Maga or use any revenues and then divert the cash from their over to the two people for "bonuses", all while R&D spending and "trial spending" etc goes nowhere,as has been the "normal" for going on 5 years now.
"Employment agreements
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note."
The stock is sitting near all, all, all time lows. The market cap has been creamed- is barely at $5 million. The company is near cash broke and hasn't conducted or progressed an FDA phase 2/3 trial in 5 yrs now as promised. What exactly warrants TWO PEOPLE "earning" or deserving large cash "bonuses"?? Are these "performance" based bonuses? What have they produced for the common shareholders of this company? The common stock has lost about 99.8% of it's value since it's IPO date and has been diluted out to past 650 MILLION shares while supporting a share price of about 8/10th of ONCE CENT and under the present CEO the stock has lost over 98% of it's value? What exactly are these "bonuses" being awarded for?
Makes no sense to me and certainly not to "protect cash"?? It's SPENDING and GIVING AWAY what little cash they may have at any given time- to 2 insiders. Simple as that IMO.
"$2million revenue along with the Magna Line of Credit should mean the "Going Concern" of the Audited 10K will be removed...."
I wouldn't put any bank on that IMO. I just posted their last balance sheet and statement of operations- they're in worse shape yr over yr via a massively growing expense line. They had a one time gain on settlement of debt that won't be their next reporting period.
No way they're out of the woods of their "liquidity problems" to use their own "going concern" warning wording, not by a long shot IMO.
They will be cash low as ever and looking at immediate expenses far in excess of cash and they have $10 mil in current debts against just $250K or so in assets- that's teetering on "barely making it".
I don't see anything short term that's gonna change that- especially now with legal fees piling on. Those law firms don't let their bills be paid in shares of common stock which is a "bag of tricks" BHRT has been getting away with for yrs now. If they had to pay all their bills in cash- they'd of been belly up already. They issue out 10's of MILLIONS in common stock every qtr or two to pay "common bills" up to and including accounts payable, consultants, interest owed, etc.
If they couldn't dilute and had to rely on internally generated cash- they'd be lights out faster than one can spit. And now that the share price has dropped lower and lower- tapping that Magna line brings in less and less cash on each "draw" they can make while resulting in massively more dilution.
My 2 cents- no way that going concern is removed in this upcoming 10-K. Not seeing how that's possible.
We'll see I guess.
"IMO definitely over 2 million in revenue for 2014 to be reported in the next 10K. "
"revenue" when off-set by cost/expenses that rise faster than the top line "revenue" makes no difference. There are companies, literally with a $BILLION or more in revenue that can't make a profit or generate positive cash flows to save their lives. MANY, many multi $BILLION "revenue" companies have gone full on BK. "revenue" is not a singular equation when it comes to running and managing a business.
Look at BHRT's most recent 10-Q filing, last Qtr. It paints the "real picture" of their financial situation, versus the PR hype about "growth" and blah, blah, blah. Their operational losses are larger yr over yr and that's despite hacking out their R&D line to near zero. The ruse if hacking away R&D to give an illusion that things are "better" when in fact all other expense line, despite R&D being hacked out, still far out grew and out paced any top line "revenue" growth and especially net "revenues" after cost of sales is subtracted. They are as cash poor and reliant on dilutive, desperation financing at any time prior- "revenue" has made essentially zero difference to their desperate financial condition.
It's right in their statement of operations and their extremely poor and weak balance sheet.
SEC filings versus PR hype. I don't give a wit what some selectively picked lines in various PR say. Just go to the set of "financials" in the SEC filings, the going concern warnings, and get ready now for the massive legal costs to hammer that expense line even higher.
Also, I can take something like the "South Africa" PR vast claims, then compare them to the reality statement slipped into some obscure line in the SEC filings and show the "South Africa" PR was pure hype and amounted to nothing. SEC filings said BHRT never even had a "legal agreement" and never sunk dime one into this supposed "joint venture" in South Africa- and that's 100% counter to what the PR's claimed. I can show the same for all kinds of past "PR" BHRT has issued, how many, many , many "PR" never amount to anything and are never heard about or mentioned again.
The share buy back being a perfect example- it's comedic. The company is living on dilution and has no cash essentially at any given time- so how are they going to supposedly buy back their own shares? Oh, what? That's right- the wrote the PR with more caveats and more "ways out" than a slice of Swiss Cheese. I'd be surprised if they buy-back $500 bucks worth of shares on the open market. Two people in the company just got $800K in just "bonuses" between the two- as the common shareholders have been wiped clean. Any indicator that those insiders are buying using any of their own money? What? Oh, they're getting issued MILLIONS more shares in their "comp" packages and are about to self-vote another comp and goodies and booster pay package- while the shares are parked near the all time lows. Again, PR and vast "claims" is comedic IMO when compared to the day to day operations and horrible financial condition and stock performance of this company. "claims" and PR hype versus reality are a 1000 miles apart.
Look at the realities of their recent SEC filing statement of operations- how expenses are just being blown out of the water for a micro company of 4 full time and 1 part timer and that conducts no trials and has a R&D budget now sitting at practically zero.
Reality. They're expenses are far out pacing any "revenue" growth after cost of sales and that's despite R&D being carved out to practically nothing. It's all right there in their statement of operations.
Look at the balance sheet and cash-on-hand versus just short term liabilities like "accounts payable" - same ugly picture despite top line "revenue growth", they still ended the qtr extremely cash desperate against immediate debts of $2 million plus.
PR hype and talking it up, versus the reality. They're not tapping Magna and Asher and similar for pittances of cash like $200K at a time, not even a month's worth of cash, cause they're generating their own cash- not by a million miles. And now they're in the middle of putting a boat load of very expensive looking law firms on retainer- wait till those numbers hit the general and admin expense line. And all this- is while they're spending essentially NOTHING on any "trials", nothing.
That's the "real" picture IMO.
Dubb, good find. Wow.
The "story" just gets more interesting? Looks like Angel didn't even have representation as no attorney is listed? The date of the filing would have been almost exactly when he appeared to be acting as the "company controller" per this present law suit and email "exhibit" and all, aka the chief accountant more or less for the company (that's usually the "controller" function). Tomas has since assumed pretty much all chief accounting duties per their later SEC filings.
Wow, the mystery gets more intriguing. That suit was back a ways and says "disposition entered"- I wonder what the outcome was/is and what that was all about?
I guess we can safely assume ole Angel is no longer an employee of the company? That was one of the first things that intrigued me when I saw this present law suit filing- was I was not aware that Bioheart had a "controller" position presently, as one of their 4 full time and 1 part time employees. Because recent SEC filings had more or less indicated Tomas was acting as what would effectively be "controller" or chief accountant. So I guess that suit you linked pretty much explains that one.
Pretty wild stuff?
Brenda Leonhardt loan owed- more SEC filing details:
Here is a later 10-Q filing that sheds more light on what happened after Brenda and Howard Leonhardt divorced and what Bioheart owed them, post the "split" as a result of the divorce.
http://www.sec.gov/Archives/edgar/data/1388319/000114544311000484/d28195.htm
PAGE 28: (it explains how Brenda's portion became $1.5 million which matches exactly the lawsuit Exhibit "B" wording and how it looks like Howard Leonhardt took $1.5 million in stock for his portion. Thus the $1.5 million is all that would be "carried on the books" in subsequent filings, as Howard cashed out of the debt owed it looks like via taking it in shares of stock)
Quote:
"On May 31, 2007 we and Bank of America agreed with BlueCrest Capital that the Company will not make any payments due under the Bank of America Loan while the BlueCrest Loan is outstanding. Certain persons, including our former Chairman of the Board, two of our other directors and two of our shareholders, or, collectively, the Guarantors, agreed to provide Bank of America in the aggregate up to $5.5 million of funds and/or securities to make these payments. As of December 31, 2009, these individuals had paid an aggregate of $3.7 million on the Bank of America Loan on our behalf, including $3.0 million of principal by our former Chairman of the Board. Upon our repayment in full of the BlueCrest Loan, we are required to reimburse these persons with interest at an annual rate of the prime rate plus 5.0% for any and all payments made by them under the Bank of America Loan. We anticipate that the BlueCrest Loan will need to be serviced and both the BlueCrest Loan and any amounts advanced by the Guarantors will need to be repaid with existing cash or cash generated from security or loan placements, if any. If we are unable to generate cash through additional financings, we may have to delay or curtail research, development and commercialization programs.
In March of 2009, the former Chairman of the Board and his former spouse paid directly to Bank of America the $3 million that he had been guaranteeing, thus reducing Bioheart’s obligation to Bank of America to $2 million plus interest. In March 2009, these individuals repaid $3.0 million of principal and a pro rata portion of accrued interest on behalf of the Company. The Company in 2009 owed this $3.0 million to the Company's former Chairman and his former spouse. This liability is reflected on the Company’s consolidated balance sheet on a separate line titled “Subordinated related party loan.” This amount will also accrue interest at an annual rate of the prime rate plus 5.0%. During the year ended December 31, 2010, $1,500,000 was converted to common stock, the remaining $1,500,000 is outstanding as of December 31, 2010."
So, it appears Howard Leonhardt "converted to stock" his half, his $1.5 million portion of the loan. This is as end of yr 2010, with the 10-K being filed on May 10, 2011.
Page F-51 same 10-K filing:
"During the year ended December 31, 2010, $1,500,000, along with accrued expenses, was converted to 3,136,520 shares of restricted common stock and 940,956 warrants. The remaining $1,500,000 is outstanding as of December 31, 2010. The issued shares have been included under common stock issued under bank guarantor obligation liabilities in the stockholders’ equity statement."
So, it looks like Howard Leonhardt took 3,136,520 shares of stock in exchange for his $1.5 million. Which is about .50 cents a share- which is about the stock price around 2010, right around the time that Tomas took over as CEO. The stock went down pretty quick after that time period- so I'd be surprised if Howard Leonhardt recovered his full $1.5 million via taking it in the form of common stock?
Fast forward to today's time frame. That $1.5 MILLION in "related party debt" should be somewhere "on the books" being carried as owed to Brenda Leonhardt. The total amount she is owed exceeds $2 million because of yrs of interest accruing at 5% plus original loan origination fees, expenses and so forth as detailed in the "Angel Rodriquez" BHRT controller email.
Last filed 10-K, yr end 2013, lets take a look there at the balance sheet and see what it says? That would be their most recent "audited" set of financials and yr end report and was filed to the SEC on 3/25/14, about 10 months ago.
$1.5 million, right on the "subordinated, related party debt" line, exactly as being claimed in the suit, past SEC filings and the Angel Rodriquez, BHRT financial "controller" Email sent to Brenda Leonhardt. The debt is indeed "still on the books".
So there is the loan principal amount of $1.5 MILLION still showing as "subordinated debt, related party ", just as the lawsuit is asserting- and that's Bioheart's most recently filed yr end 10-K on file with the SEC. There is a large amount of "accrued expenses" on the books- which would easily account for the portion of interest she says she is owed and what the BHRT "controller" Angel Rodriquez outlines in the email that's an exhibit in the lawsuit filing.
All looks like it matches up to me, IMO. Unless that $1.5 million belongs to someone else? But I can't find a single other line in their SEC filings (past or present) that shows they owe a "subordinated, related party debt" to anyone other than Brenda Leonhardt that has a principal amount of exactly $1.5 million bucks.
Looks pretty solid IMHO.
Quote:
"Brenda Leonhardt has NO NOTE, nothing secured on BHRT. The Founders of Bioheanrt Co-signed a note between BoA and Bioheart. Bioheart Defaulted on the BoA loan and Leonhardts had to pay up. No payment due and nothing is in default. "
Well, not so sure about that?
Actually it's right in the Bioheart SEC filings that they owed Brenda Leonhardt half that obligation. It's in plain English. Also, in the suit, I'll attach a link to the suit below, the BHRT "controller" Angel Rodriguez gives a VERY RECENT email explaining the line by line breakdown of what is owed to Brenda Leonhardt, in accounting ledger form and indeed agrees she is owned the money and that the company is "carrying" it on their books. Company's don't "carry" phantom debts on their books. If their was nothing owed - they'd of discharged it and written it off a long time ago. No such thing as "honorary debt" carry to Founders or whatever. If they owe the debt and it's on their SEC filed accounting- then it's 100% real. Only question the suit raises is BHRT entitled to delay paying her while paying others first. It's a first, second, third "position" suit- I don't think the question of her being owed the money is even up for debate.
It's like a 1st mortgage holder and a 2nd "note" holder. The 1st holder ALWAYS makes their paperwork such that they're in "1st position" and first to get paid in the even of a default or liquidation, etc. It's why a "second" on a house costs more in interest than a first mortgage- the second holder is at higher risk of not getting paid if the loan(s) go default.
Bioheart is "trying" to argue that via creating this "thing" called Northstar LLC, that they somehow became entitled to pay certain people and loans first, while delaying the paying off or making interest payments to others. That's my take on it. That's why Northstar LLC is plastered right in the middle of the lawsuit- as it's key to Bioheart's argument as to why they've delayed paying back Brenda Leonhardt. I don't think Bioheart is "lawyering up" like they are cause they think this is some ambulance chaser nothing lawsuit. Also, Bryan Collins of Greystone is no amateur IMO as he lends $millions to companies as his day to day business, including lending Bioheart $millions in the past and getting his payment back for it. So why would he "assume" this obligation in partnership with Brena Leonhardt, more than likely "fronting" the legal fees on the confidence they will win this thing in the end? Why waste his time?
SEC filing 10-K that clearly shows the obligation being split at time of divorce- and being "carried" and booked as debt to Bioheart.
http://www.sec.gov/Archives/edgar/data/1388319/000114544310001842/d27040.htm
PAGE 17:
"In March 2009, the Company’s Chief Science and Technology Officer and his former spouse repaid $3.0 million of principal and a pro rata portion of accrued interest on behalf of the Company. The Company then owed this $3.0 million to the Company's Chief Science and Technology Officer and his former spouse. . This liability was reflected on the Company’s consolidated balance sheet on a separate line titled “Subordinated related party loan.” This amount continued to accrue interest at an annual rate of the prime rate plus 5.0%.
In February 2010 the Company’s Chief Science and Technology Officer and his spouse filed divorce papers. Pursuant to the divorce, their jointly owned shares and their ownership of the loan to Bioheart which they hold as a result of their payment of $3 million of principal and related interest to Bank of America on behalf of Bioheart, would be divided equally between them. As a result, the Chief Science and Technology Officer’s common shares were then reduced to 2,513,840 and his percentage shareholding of the Company to 13.8%, with his former spouse assuming ownership of the same number of common shares and percentage shareholding of the Company. Their commonly owned loan and related interest, as of March 29, 2010, $4,140,201, was been equally split. The Chief Science and Technology Officer on March 29, 2010, elected to convert his portion of the loan and related interest to
restricted common stock and warrants. As a result, Howard Leonhardt, the Company’s Chief Science and Technology Officer, as of March 31, 2010, owns approximately 22 % of the Company."
See that text- DIVIDED EQUALLY at divorce. And "SUBORDINATED RELATED PARTY LOAN" on balance sheet and would accrue at 5% interest, forever until paid.
That info is FOREVER archived now on the U.S. govt. SEC site- and it's in pretty plain English to me that Bioheart made a statement to the SEC that they owed to two "guarantors" an amount equal to :
" as of March 29, 2010, $4,140,201, was been equally split."
So if one divides that in two and assumes that Brenda Leonhardt must be the "former spouse" of the named Howard Leonhardt in that duly filed SEC filing- then she's owed at minimum:
$4,140,201 / 2 = $2,070,100 plus 5% accrued interest since the date of that duly filed 10-K with the SEC.[color=red][/color]
(unless Bioheart is going to claim they paid her back that money somewhere along the way? But the controller of Bioheart in an email, "accounts for" numbers that would near perfectly match up to that amount above plus interest- and that email is attached as an exhibit in the lawsuit as filed. So I don't think that Bioheart is even disputing they owe her the money?)
So question is- "subordinated" to what other debt/obligation?
Here's the actual lawsuit filing. Exhibit "A" is the actual "note" terms and guarantee by the company to pay back the Leonhardts. Exhibit "B" is the email from BHRT company controller "Angel Rodriguez" dated Fed 2013, giving a line by line accounting of principal and interest owed and still being "carried on the books" by Bioheart. Again, company's don't carry phantom or non owed debts- they discharge um and that liability then gets moved to the assets column upon discharge and must be properly accounted for.
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
Here is Exhibit "B" from the actual lawsuit filing- from "controller" of Bioheart outlining what Bioheart then showed as "being carried" on their books as as of early 2013 as "owed" to Brenda Leonhardt per the past B of A loan guarantee, which would be her portion, post divorce from Howard Leonhardt former CEO and CSO of Bioheardt. It matchea essentially perfectly with the amounts given in that past 10-K SEC filing if one were to at the accrued 5% interest on to the $2,070,100 from the time of the SEC filing. A perfect match IMO. As of that date Jan 2013 or so $2,269,204 and it would be a bit more as of today as the 5% interest just keep accruing as long as the principal is not paid off.
Looks pretty darn real to me? Nothing bogus about this claim that I can see. Bioheart put it right, smack in their own 10-K filing with the SEC. I'll check subsequent SEC filings after that if i get time- I'll bet that debt can be found somewhere under "related party notes owed" or some balance sheet line entry like that.
"Why does a pesky suit matter when this could be worth billions?"
1) $2.3 MILLION plus interest for a company that for all intents and purposes is CASH BROKE is hardly "pesky" in my book. It can BK um in a heartbeat if they lose this case. Further, this company is already cash poor and now needs to spend a boat load on lawyers to defend this case. They spend nothing essentially on R&D or "trials" as of right now (less than $3K a month last qtr) and now they've got to divert even more cash they don't have off to pay very expensive law firms on retainer. Hardly a "pesky" matter? The suit is also questioning the legality and inner workings of Northstar Biotech LLC which could get real interesting IMO as it's now gonna go under the microscope before a court, judge and maybe jury. They, Northstar LLC didn't just start scrambling and filing a bunch of change papers with the Florida Secretary of State for no reason IMO. Why did BHRT BOD member Chuck Hart just pull himself off as the Northstar LLC controlling mgr title and they handed it to "some guy" named Greg Knutson who appears to own a "construction company" down the road a few miles in Ham Lake MN, not far from Chuck Hart's place (which is for sale on Zillow now) and which was always listed as the "headquarters" of Northstar Biotech LLC? Why now? Who is "Greg Knutson" and how did he just gain control over 500 MILLION plus BHRT share votes by being named the Northstar LLC "manager director" or whatever the title is- but gives him "control" over all Northstar votes, which is 500 MILLION just for the 20 MILLION preferred shares they were "given" which carry a 25 to 1 controlling vote. Right as a ASM and "proxy vote" is coming up to re-elect the same BOD and self-vote pay increases etc? A vote in which Northstar has total proxy control- no common shareholder's vote makes a wit of difference as the majority, by a vast margin, is all in the hands of Northtar LLC and now "some guy" from remote MN named "Greg Knutson" who no one of the public shareholders even know who the guy is. Ole BHRT missed a "pesky" ole "PR" on that one, what a surprise, eh?
BHRT had $46K total cash on hand left as of their last 10-Q filing. They have about $250K (thousand) in total, yes total assets on their books- the price of a one bedroom condo in a dumpy neighborhood in my neck of the woods. They, in the past 1 yr has tapped the most desperate of desperation lenders for desperation survival cash for amounts like $200K Magna, Asher $258K, Daniel James $85K, Fourth Man $75K. A company who isn't BROKE doesn't to toxic, convertible debt, death spiral "financing" deals for a pittance like $75K or $85K unless they're down to their last dollar and need anything to pay the next month's survival.
BHRT has been sitting on the brink of insolvency for an extended period of time per their own SEC filing "going concern" warnings and that's despite hacking out nearly all of their R&D spending- they're not a "heart research and FDA trials" company anymore, not by a long shot. They aren't spending any money to do "research and development", have no real scientific staff left and have conducted no FDA level phase 2/3 trials since the 2009/2010 period, other than dangling a carrot about a supposed "Mirror" phase 3 trials which died on the vine as fast as they put the hype PR about it that ONE "patient had been enrolled", then never heard about again, never progressed further for "lack of funding" - see 10-Q SEC filing.
2) It "could" be worth supposed $BILLIONS? LOL. Well, the market today is valuing it at about 8/10ths of ONE CENT per share with a total market cap of about $5 MILLION. When one subtracts out their present $10 MILLION plus in current debts they'd owe they'd be worth ZERO if liquidated. They have ZERO positive shareholder equity and almost no assets. They have close to zero cash at any given time against very large debts owed. It's far closer to being valued at ZERO by the market than some imaginary $BILLIONS number, that's past laughable. $BILLIONS based on what? Read their last 10-Q and the Magna share prospectus- they don't even hold patent or licenses anymore to their supposed "flagship products" Myocell and Myocell SF-1 or whatever it's called and it's not even clear if they hold the license to Adipocell, it only says they signed a "term sheet" for that license after losing the "Lipicell" license to another lawsuit- the lawsuit involving Comella that's on-going ( more lawyer fees and expenses).
$BILLIONS imaginary "worth" versus the reality of a present market cap of about $5 million while loaded with $10 million plus in debts and cash poor and $250K TOTAL ASSETS to the company name and little to no intellectual property or patent portfolio left. What, by any stretch, makes this supposedly worth $BILLIONS? Why has no major partner or venture firm or high quality finance group ever stepped up to go after these imagined $BILLIONS in worth? Why just massive dilution using the most desperation type convertible debt and toxic financing a nano cap OTC penny stock can use- for years? Why? Where's all the smart, big money beating the doors down to get at the imaginary $BILLIONS here? They're a lot closer to BK per their own SEC filings than some imaginary $BILLIONS, that's for sure. Companies worth BILLIONS don't have "going concern" statements and the words "liquidity problems" plastered into every SEC filing and duly signed off by the CEO and their own audit firm. $BILLION worth companies don't end their qtrs with $46K total cash left on hand, not even the price of a mid-range Lexus out the door.
A "pesky" REAL LAWSUIT seeking REAL LARGE damages for unpaid debts to a large creditor versus IMAGINARY "worth" of supposed $BILLIONS in imaginary dollars?
http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
Who is "Greg Knutson" who now holds power to over 500 MILLION voting shares of BHRT stock? Why did Chuck Hart remove himself as head of the LLC? Why now? Where's a big ole PR about that? Why was he just handed the keys to the car on 1/5/2015, right when the "pesky lawsuit" broke in PUBLIC NEWS, never being mentioned once in a good ole BHRT style PR? BHRT will PR pretty much anything IMO, no matter how trivial- but they somehow just "missed" and forgot about the PESKY LAWSUIT THING to tell the shareholder's about it? Wonder why that is?
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7862332&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE14021256&SearchType=
That's a LOT of lawyering to not tell the shareholders about it in a PR IMHO. Sorta missed a PR about that? Only Magna had um put it in the ole share prospectus, buried in a few line blurb on some page deep in the document.
Good thing we have a public press that prints these "pesky things".
http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt
http://www.bizjournals.com/southflorida/news/2015/01/08/sunrise-biotech-company-sued-for-2-3m.html
https://www.clerk-17th-flcourts.org/Clerkwebsite/BCCOC2/OdysseyPA/CaseSummary.aspx?CaseID=7155410&hidSearchType=party_case&DisplayCitation=no&CaseNumber=CACE13024037&SearchType=
http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-4d74a27e-288a-4b72-bbd3-bac6b7264bde&formatType=PDF
http://www.whereorg.com/g-e-knutson-construction-8294240
http://www.sec.gov/Archives/edgar/data/1388319/000114544315000029/d31977.htm
Recent filed SEC form SCHEDULE 13G:
"Names of reporting persons: Northstar Biotech Group, LLC"
" Shared voting power: 52,368,582 capital shares (32,368,582 shares of common and 20,000,000 shares of preferred)"
"Shared dispositive power: 52,368,582 capital shares (32,368,582 shares of common and 20,000,000 preferred (each share of preferred stock has voting power equal to twenty-five common shares)"
" Greg Knutson, Chairman of Board of Managers, is deemed to have voting and dispositive power"
So ole "Greg", whoever he is, will hold the entire majority voting block of share voting power in this opcoming proxy vote as announced. The 350 or so "common shareholders" can vote away to their heart's content- and it won't make a wit of difference. What ever vote "Greg" casts- that's the way the vote will end and be decided, right then and there. 552 MILLION votes trumps all. End of story.
http://www.sec.gov/Archives/edgar/data/1388319/000114544310001842/d27040.htm
SEC filed 10-K showing that Brenda Leonhardt indeed lent the money to Bioheart that is being sought after in the lawsuit, the "pesky" lawsuit.
PAGE 17:
"In March 2009, the Company’s Chief Science and Technology Officer and his former spouse repaid $3.0 million of principal and a pro rata portion of accrued interest on behalf of the Company. The Company then owed this $3.0 million to the Company's Chief Science and Technology Officer and his former spouse. . This liability was reflected on the Company’s consolidated balance sheet on a separate line titled “Subordinated related party loan.” This amount continued to accrue interest at an annual rate of the prime rate plus 5.0%.
In February 2010 the Company’s Chief Science and Technology Officer and his spouse filed divorce papers. Pursuant to the divorce, their jointly owned shares and [color=red]their ownership of the loan to Bioheart which they hold as a result of their payment of $3 million of principal and related interest to Bank of America on behalf of Bioheart, would be divided equally between them.[/color]"
Nothing "pesky" about being owed $2.3 MILLION bucks and waiting to get paid, while insiders are nicely self enriching themselves for years, not in my book. Not when the same insiders set up this "LLC thing" via which they grant themselves a "lien" on essentially everything Bioheart might own, could own, ever will own, etc Nothing "pesky" about that IMO and Brenda Leonhardt's fairly large law firm seems to think the same, as does Bryan Collins of Greystone Capital, a very experienced lender to public traded firms- including being a large lender to Bioheart many times in the past. I'd say he knows their business well and know "lending" and how to collect pretty well- since he lends in the $millions of dollars every single day as his professional business. See SEC filings for how much money and how many times Greystone has lent $millions to Bioheart in the past. They and their large law firm don't look like any duffer ambulance chasers to me. Seeking $2.3 MILLION isn't some "pesky lawsuit" IMO.
Inner workings and legality of Northstar LLC is also being questioned in the suit. If some judge were to "unwind" or undo Northstar LLC for any reason- the implications to that are enormous as they're all wrapped up in a bunch of debt that Bioheart still owes to other creditors besides Brena Leonhardt as being asserted in the lawsuit. There's a whole chain of oled loans, totaling $millions that are all tied to the existence of Northstar LLC. Who knows what the implications behind that could mean?
Latest filed 10-Q, PAGE 17:
"On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a lien on all patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.
In addition, the Company granted Northstar a perpetual license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated.
"
Northstar presently "thinks" they pretty much OWN BIOHEART the public traded company and hold "lien" to it all- that's now being legally challenged. Creating Northstar is fascinating IMO as it creates a tiny LLC that essentially "owns" the rights to an entire public traded company, leaving the common shareholders really owning or having the rights to nothing. It's about time IMO, that Northstar LLC got a court challenge. The lawsuit is questioning its very validity and legality.
Same 10-Q PAGE 18:
"Seaside Bank
On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain shareholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2014 to extend the maturity date to December 23, 2015."
So that's another $million wrapped up and all entangled with the "guarantors" right there and tied back to the original B of A loan to which Brenda Leonhartd acted as a "guarantor" (who's the mystery "guarantors" for the Seaside loan? It could partly be Brenda Leonhardt and/or Northstar) and BHRT has been delaying paying on that $980K for ages. If this Northstar thing gets unwound in court or if this present lawsuit prevails- it may cascade into this Seasie loan now being "called" or coming unraveled too. There's all kinds of loans tied up and related to Northstar LLC and these mystery "guarantors" who are never named by name in the SEC filings. Look at that loan from Seaside- they just managed to get it extended to end of this yr, Dec 23 2015 as they never have any cash or ability to pay on it. It's been sitting, parked at $980K on their books for yrs. If that loan went default that could sink um right there too. There's nothing "pesky" about this suit- it's got debts and debts upon debts all inter-tangled in its implications IMO.
Same 10-Q PAGE 15:
"Hunton & Williams Notes
At September 30, 2014 and December 31, 2013, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822 , are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off."
So there's more money BHRT owes that they've been delaying paying on via this creation of Northstar LLC. Again, if a judge or court un-winds Northstar or it crumbles via being deemed not a legal construct or whatever- there's some more money that would come due on the spot one would have to assume, since BHRT's SEC filing says they get to delay paying on it because of the existence of Northstar LLC. See how "pesky" this "little" lawsuit gets in it implications?
Broke into $5's this AM.
Every day that price goes lower, any secondary offering prices just that much lower. Simple as that.
The fact they haven't priced and closed this deal yet is not boding well in the face of a weakening share price and now weakening overall markets.
The weaker the stock looks and the lower it's price drops the underwriters and the down-stream buyers they're gonna try and unload their shares too, are all gonna want less risk which means a bigger share discount.
If the market says $5.90 or whatever today then someone ponying up for the risk of 10 million share is gonna pay what? $5 a share? Maybe $4.50 a share is not far fetched at all now IMO.
Not good that they didn't close this all up at end of 2014. The headwinds are getting stronger by the day. Weak econ data, oil mucking up the markets, capital fleeing to safety, terrorism all over the news, etc.
Their window is tightening and they need big cash if they're gonna keep even a fraction of the promises they made about getting these trials rolling ahead full steam ahead in a serious way and off the dime where they're parked right now. All the present Lincoln money does is pay their currently sized day to day bills and basic overhead and current R&D - it in no way accounts for a large ramp-up needed in the R&D expense line to launch into a series of large and very expensive trial(s). Not even close.
I was thinking that? Maybe a "clean up" trade print from yesterday's close as some pretty serious volume and a very large trade popped-off right in to the close.
It's likely that's what occurred. Not used to seeing that on BHRT though (need for clean-up trades, mis matches and end of day post problems, etc)
But also not used to seeing the all the other recent odd-ball "trading action" and all the rest of it that BHRT is now experiencing so who knows?
9:16 AM Eastern trade? How did an OTC stock just post a pre-market trade for 25K shares at .0088?
So now these pro traders or whoever they are even have this thing trading pre-market on the OTC?
That's 25K X .0088 = $220 bucks worth 15 minutes before the market opening time of 9:30 AM Eastern??
The I-HUB ticker is showing that 1st trade as being time-stamped 9:16 AM Eastern?
http://www.otcmarkets.com/stock/BHRT/quote
A couple of Magna deals I researched- I've got a few minutes here so I'll get a few of um posted.
I'll post a few links to give an idea of what I found via some initial research. Use any charting tool you want: I-HUB, Bigcharts, Yahoo, whatever- and in each case read the press release of when they inked their Magna "financing deal" then overlay that date to the stock chart and take a good look. It's pretty amazing IMO
Again, I searched using Google on variations of terms like "Magna enhanced equity line" and "Magna toxic lender" or "Manga note lender" all variations like that.
1) Company one is Preventia
http://www.businesswire.com/news/home/20120920005428/en/Preventia-Signs-10M-Equity-Financing-Magna-Group#.VLgznNI4bc8
They inked a deal in 2012 for the exact same product BHRT just signed up for, the "enhanced equity credit line" deal. Look at the date when they signed the deal, the share price was at like .70 cents per share. Overlay the Magna deal closing date on a 2, or 3 yr chart and look at it. The stock was crushed to now about 5 cents in short order and barely trades now- they may not even be in biz anymore?
Notice the PR mentioned "Joshua Sason, CEO of Magna Group". That Joshua Sason guy created and runs Magna group, aka "Hanover" I believe. Google him too for some good reading. Quite interesting.
2) This is Cereplast who actually filed suit against Magna for what they believed to be the share price crushing effects a deal they did had on their stock.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=84691394
Notice the I-HUB poster's comment- a good explanation IMO:
"Andy: The toxic lenders Magna, Hanover, and Asher win by maximizing their converted shares as long positions at a higher PPS while simultaneously shorting against the next tranche of converted shares.
They win on both sides, long and short."
I saw that same word "tranche" come up and I researched it more. A securities attorney wrote an entire article about it and "toxic lending".
Cereplast got crushed as one can see by looking up when they did their Magna deal and overlaying it on a chart.
http://globenewswire.com/news-release/2013/12/12/596571/10061358/en/Cereplast-Provides-an-Update-on-the-Magna-Litigation.html
3) Santo Mining trading at zero essentially today, was about .20 cents when Magna deal was inked. Chart overlay- straight down.
http://globenewswire.com/news-release/2013/03/12/530095/10024916/en/Santo-Mining-Corp-Signs-16-Million-Equity-Enhancement-Program.html
"Dominican Republic, March 12, 2013 (GLOBE NEWSWIRE) -- Santo Mining Corporation (OTCBB:SANP), (the "Company"), announced that on March 11, 2012 the Company entered into a common stock purchase agreement (the "Purchase Agreement") for a $16 million equity enhancement program with a Magna Group affiliate, Hanover Holdings I, LLC (the "Investor"), headquartered in New York, NY. The program will enable Santo Mining to significantly scale up its exploration programs and maximize the potential of its property assets.
The equity enhancement program allows, but does not obligate, the Company to issue and sell up to $16 million of shares of common stock to the Investor from time to time over the 36-month period following the effectiveness of a registration statement the Company has agreed to file with the Securities and Exchange Commission (the "SEC") to register the resale of the stock by the Investor. "
4) Terra Tech Group, about $1.26 a share to now .26 cents.
http://globenewswire.com/news-release/2013/05/10/546326/10032442/en/Terra-Tech-Corp-Announces-5-Million-Equity-Enhancement-Program-With-Magna-Group.html
", May 10, 2013 (GLOBE NEWSWIRE) -- Terra Tech Corp., Inc. (OTCBB:TRTC), a leader in sustainable agricultural products, is pleased to announce that the Company has entered into a common stock purchase agreement for a $5 million Equity Enhancement Program with Magna Group out of New York, NY. The program will enable Terra Tech Corp. to access additional funds needed to execute the company's expansion plans in the coming months.
The Equity Enhancement Program allows, but does not obligate, the Company to issue and sell up to $5 million of shares of common stock to the Investor as needed over the 24-month period following the effectiveness of a registration statement the Company has filed with the Securities and Exchange Commission to register the resale of the stock by the Investor.
5) American Petro Hunter 3/25/13 Magna deal, trading at basically zero today.
Stock was at about .12 cents a share when it inked $5 million Magna deal. Chart is essentially straight down from then on- to oblivion.
http://www.americanpetrohunter.com/news/news.aspx?nrnum=416
"WICHITA, KS--American Petro-Hunter, Inc. (OTCBB: AAPH) ("American Petro-Hunter" or the "Company") today wishes to announce that the Company has entered into a common stock purchase agreement (the "Purchase Agreement") for a $5 million Equity Enhancement Program with Magna Group (the "Investor"), headquartered in New York, NY. The program will enable American Petro-Hunter to access additional funds towards the Company's operation and drilling programs in Oklahoma. "
6) Tungsten Corp, pretty much at .001 today. Zero essentially.
Inked a $3 million line with Magna on Feb 20th, 2014.
http://www.tungsten-corp.com/news/news_releases/2014/02/tungsten-corp.-completes-financing-with-magna-group
"Tungsten Corp. Completes Financing with Magna Group
Feb 20, 2014. Chart pretty much straight down from time deal was inked w/ Magna.
NEW YORK, NY – (MARKETWIRED – February 20, 2014) – Tungsten Corp. (OTCQB: TUNG) (“Tungsten” or the “Company”), an exploration stage company focused on the evaluation, acquisition and development of domestic tungsten mining opportunities, is pleased to announce the closing of a common stock purchase agreement for a $3 million Equity Enhancement Program (“EEP”) with a Magna Group affiliate fund, Hanover Holdings I, LLC (the "Investor"). The EEP allows, but does not obligate the Company to issue and sell up to $3,000,000 worth of the Company’s common stock to the Investor from time to time, over the 24-month term of the purchase agreement.
The Company paid to the Investor a commitment fee for entering into the Purchase Agreement equal to $150,000 in the form of 2,065,177 restricted shares of the Company’s common stock, calculated using a per share price of $0.072633, representing the arithmetic average of the three lowest VWAPs during the 10-trading day period immediately preceding the Closing Date.
"
7) Sanwire, $7.5 million, 36 month Magna financing line. Stock today is essentially at ZERO. Just pull up Yahoo chart or similar and overlay Magna deal date on stock chart- it's a black diamond ski slope down.
About .25 cents a share when Magna deal was inked, was about 1 cent by Jan 2014, is flat lined like a dead patient on the table now, another 8 months or so later. Took less than a yr to bury it into oblivion.
http://www.marketwired.com/press-release/sanwire-corporation-signs-7500000-equity-financing-agreement-with-institutional-investor-otcqb-snwr-1827177.htm
"September 04, 2013 10:16 ET
Sanwire Corporation Signs $7,500,000 Equity Financing Agreement With Institutional Investor Magna Group
TULSA, OK--(Marketwired - Sep 4, 2013) - Sanwire Corporation (OTCQB: SNWR) ("Sanwire" or the "Company"), a global provider of wireless communications services and data solutions is pleased to announce the Company has entered into a common stock purchase agreement for a $7,500,000 Equity Enhancement Program with Magna Group affiliate fund, Hanover Holdings I, LLC ("Magna"), headquartered in New York, NY."
_______________________________________________________________
Those are just "some" of what I found via using Google and "Magna equity line" and "Magna group toxic finance" and similar. The charts, their decline are eerily stunning in their appearance, the rapidness of decline once they inked a Magna deal, etc. Does this mean it happens to every company that deals with Magna? I'm sure that would be a tough case to prove. But I'd say BHRT has been taking a pretty royal drubbing and the volume and pace of the down turn sure seems to closely coincide to the timing of entering into use of Magna IMO.
This is not "end of the yr tax loss selling" - no way now. We're well into Jan and as Investorstem just pointed out- look at that large, "matched trade" printed like an artist on that tape at close of market today. Who else can pull that off but some totally pro level trading desk/firm? Impossible to be retail IMO.
"I added to my position today. Regardless of the MMs."
Just my 2 cents- I'd just recommend doing some Google searching and look for research on Magna and companies using their "enhanced equity line" credit line financing and Magna "notes" and similar terms.
I'd never tell anyone when to buy, sell or hold as it's their money and their decision of course.
But, to say "regardless of the MMs" I think is maybe missing some due diligence, respectfully. On the OTC, there are some firms and MM's whose reputations as prolific share price and company crushers are epic; the stuff of legend.
My personal opinion is Magna is one of these. Just even Google "I-HUB Manga" and you'll get all kinds of search hits returned and reading material. Remember, Magna for all intents and purposes is a hedge fund.
What happens sometimes- is they (Magnas, Ashers of the world) hold so much power, so many shares, so much financial backing- that it would take an enormous, near miracle level of "retail" Joe Q. Public buying to beat these guys at what they do, the Mangas and Ashers of the world. These are not nice people IMO- they are ruthless and make piles of money doing what they do. It's unfortunate but it's a harsh reality of the OTC markets. Like the Wild Wild West of the finance and penny stock world.
Can there be blips and maybe a run-up or two along the way? Sure, absolutely. But longer term- this is a major down trend that's gonna be epic to break now IMO. BHRT has already fired off a lot of PR and it hasn't made a dent in stemming this down slide.
"Bryan Miami" is commenting about the "trading patterns"- I think he/she clearly "gets it". Investorstem just posted earlier- I think he knows this from prior experience and is "getting it", though his theory is it may be lawsuit related.
But key points of those two posters- and I'm agreeing with them, is the day to day buying-selling or "trading" isn't even real "buying-selling" really a lot of the time anymore. It's professional level traders and firms who can use pro trading desks and relatively small amounts of money combined with shares they have gotten either via financing the company or in payment in shares, or who knows how- but they then use them to "drive" and "control" the stock trading.
We're talking about stuff that no retail Joe Q. Public folks can overcome. This stuff of parking on the Bid/Ask at the same time- all freaking day long with micro trades, back n forth for example. "Bryan Miami" spotted it as I had said I spotted it (MM BMAK being notorious as Manga for example)- it's obvious once one sees it. The same MM sitting on both sides of a trade and one has to ask, "What the heck, what is that??" Well, it's called "manipulation" and for better or worse is probably being done on some fine-line of the law to where it's juuuuust "legal"- as the people doing it are so freaking good at what they do.
Magna is becoming legend on the street like Asher is. Magna's already had run ins with the SEC from what I read- but they make so freaking much money- it never seems to slow um down or stop what they're doing. They hire legions of lawyers, they tie stuff up in court, they end up paying some fine, say $500K, but they made $8 million so what do they care? It's civil fines and not criminal stuff- so if one's making $50 MILLION a yr and can pay $5 million total in "fines" and not get shut down permanently, what the heck to they care? They sometimes pull up shop, cross a state line, set back up in NJ instead of NY say, get it all going again and keep raking in the coin.
I'd just personally say don't toss or disregard the "mm thing" as trivial. I think these are mega big boys playing in here now. The ruthless of the bad. They play for big money and for keeps from what I've researched and read. My personal take- is Magna can be a share price crusher and I mean brutal from some of the cases I found via Google.
So buy if you feel it's priced right- but this might be like stepping in front of a bulldozer in here at this point IMO. I want to read the 10-K and see if 1) The Magna lines been tapped yet and if so at what share price and netting BHRT how much cash 2) BHRT's cash position 3) BHRT's debt and expense line growth or not and a few other things. Maybe see if expenses are exploding due to legal fee for example- they just put a pile of lawyers on retainer.
My 2 cents. I don't trust Magna at this point- that's my take.
"the Broker Dealer, aka the guy that is suing the Company and responsible IMO for wrecking the pps over the past 4 months,"
I disagree it's got anything to do with the lawsuit. To me, this is classic Magna to the tee and coincides nearly to the day they inked the 1) Magna "note" first for $200K cash and then the 2) Magna "enhanced equity line" second. Every research I did on Magna the share-price crusher showed them always doing "tandem" deals with a "note" preceding the "credit line" product.
It sets um up, Magna with a large amount of shares and fees (paid in common shares of course) up-front which they can then use to run the "ratchet" trade as they've been doing.
Look at the numbers on the Magna deal. Before BHRT ever taps, or would have tapped the "equity line" for even a 1st "draw", Magna would have had minimum 40 MILLION shares in their hands likely.
9 million shares up front fees for the "credit line"
31 million shares for a lousy $200K note which is a month or two of survival cash
15 million more "potential" more shares owed as "fees" per the prospectus wording
That's up to 55 MILLION shares to Magna for $200K and before one single "draw" would be made on the credit line.
Now do the math on a "single draw" on the credit line, which is littered with stipulations on max per draw amount on all sorts of formulas, can't exceed "X" percent of shares outstanding, etc.
But lets say BHRT could ask/make a draw of $500K on that line. If Magna had the price buried like they do now- remember the pricing is some formula based on the prior "X" number of trading days and then a final "true up" price based on when the money changes hands, some super complex "formula" deal- so imagine a $500K draw when Magna's buried the price to about .08 avg for several days in a row:
The most Magna would pay is .008 X .93 = .0074 per share, that the MOST at the 7% discount, and can be less based on this "true up" pricing formula "thing" in the documents.
$500,000 / .0074 per share = 67,567,567 or 67.5 MILLION shares for a single $500K from Magna.
Thus, in a period of a few months and for $700K given to BHRT, Magna would have gotten about 31 million + 9 million + 67 million + as much as 15 million more shares = approx 120 MILLION shares to Magna.
STAGGERING dilution and a mountain of shares via which Magna can then use to bury the price and profit by the dump truck full if running some combo type short-cover-short more-cover "ratchet" type deal. Using the "note" as the conversion shares and getting even more shares when they finally convert.
I researched "Magna credit line" and "Magna enhanced equity line" and similar search terms in Google and found about a dozen companies- and it was staggering to see how quickly their shares got buried in every single case. I didn't find one case where they didn't take a royal beating- many to the point of .0001 and ceasing to trade in several cases, literally within about 9 months of inking large "credit line" deals with Magna.
I don't see how the guy in the law suit would benefit by doing this? He's not holding a large number of shares as far as we know and his goal is to GET PAID, not see the share price buried? If BHRT gets sent underwater then how does Leonhardt and Collins get paid if they prevail as the plaintiffs?
NO, I see this as Magna and Asher and a few others working together most likely and with Magna being the most notorious name and the MM sitting on the bid/ask is well associated with Magna according to Google searches I did. Magna's the one holding the cards where they can literally MAKE MORE MONEY THE LOWER THEY CAN MAKE THE SHARE PRICE GO. That's the key, that's their "game", the business they're in.
I've always said it- DILUTION HAS CONSEQUENCES and use of toxic, convertible debt and near endless dilution has even bigger consequences. Look at right now- they've still got the bid pinned at just barely over .008, maybe .0083 like a head lock.
I'll gather my Magna research I did when I get some time and post some of the specific cases I found- I pulled up the stock charts and matched um to the closing of their Magna finance deals- and it was stunning in several cases.
One company- it was a 36 month, $7.5 million "credit line", the exact same financing "product" offered by Magna that BHRT just did on the 24 month credit line. You think, "Shoot, $7.5 million on hand to tap, must mean this company is going places, will have some cash to work with, sounds cool." Well, a little more reading and BINGO, found out a "note" was done first- same type of deal, maybe a $300K Magna "note", whatever the dollar amount was. It's like the "credit line" might as well have never existed- the stock chart was a ski slope down, w/ a spike or bump or two along the way, but from like .20 a share to .00X a share in like 6 months. I mean a mind boggling drop. Did some more searching- found 3 or 4 more, pulled up their charts, date matched when the Magna deals were done, share prices were buried like with a bulldozer.
That's my findings per research I did. This is Magna IMO. Pure Magna to the tee.
http://investorshub.advfn.com/Clients-of-Magna-Group-and-Hanover-Holdings-25550/
Look at that I-HUB list someone put together of Magna/Hanover clients. Not a pretty picture.
"OCAT's purpose and Good Samaritan success with macular degeneration patients in "the best" eye institutions around the world and confirmed in the Lancet Scientific Peer Reviewed Journal, has a "purpose" and a destination.
"
What??
So has OCAT declared itself a NON PROFIT CHARITY of some sort? Where or when was this stated? Or are they a FOR PROFIT public traded company who take shareholder's money in promises of an ROI, return on their investment?
To date, as the insider's of OCAT have "self enriched" to very lavish lifestyles and VERY "rich" self voted pay packages and "other incentives" the common shareholder's have been dealt a 98% plus total loss to the common shares and seen them diluted out past 3.5 BILLION shares, pre the recent R/S split game.
Common shareholder's have never received so much as ONE DIME of return via this company. $5 a share to a literal 5 CENTS a share since going public and today an equivalent 6.x CENTS a share. Again, massively diluting away the common shareholder's potential for any future value or return. But the insiders simply issue and re-issue and continually issue themselves a) Base salary increases "as needed" and b) An essentially endless supply of options (instant vest most of the time) "as needed" to insure they are "self enriched" very graciously as the common shareholders continually are wiped out for losses.
Hardly a "good Samaritan" scenario in my book. I know what I call it- but can't print the wording here. CHARITY is fine if one knows they're giving their money away or tossing it down a rat hole or whatever. Operating under a false pretense of being a FOR PROFIT enterprise- but never producing an ROI, but dangling endless carrots and using hyped "PR" and endless other "techniques"- not good in my book. Good enough to get um in bad with the SEC in just the recent, near term past- that's how "good" it was and has been. That little SEC episode alone cost the common shareholders $MILLIONS paid out of their paid in capital.
NO "good Samaritan" anything going on here IMO.
Bid back at .0078. Big boys aren't gonna let up IMO. Down 11% again on vol picking up and spread tightened back down. Yesterday was "walk it up day" IMO.
Same pattern still in place. Two perfect spike trades: one for 300K shares it looks like and the other 200K or so . Always a perfect round number.
My opinion- it's classic Magna and "what they do". Also Asher but this major collapse has been since the two Asher deals were inked. Notice "two deals". Every instance I looked at of Magna and their so called "enhanced equity line" product blah, blah, blah it was always preceeded by a toxic style "note" first being put in place. And every stock I looked at, about a dozen, then went down hill fast, as in about 6 months, maybe 9 months tops. Straight down with a few spikes up along the way- like they, Magna let it recover a bit, then next leg down until two or three zeroes after the ole decimal point.
They gave it a recovery day or two via opening the spread Grand Canyon wide yesterday and day before and let it pop up a bit, looking for some newbie buyers IMO. Now, today- they're back on it with pretty high vol dumps and the spread is tightened way down.
MM "BMAK" has been all over this since the Magna deals were inked and finalized. BMAK via a simple Google search is notorious for being associated with Magna/Hanover. Also a few other "notorious" MM's keep showing up like VFIN and a few others. But BMAK has been running the show IMO. All MM's that are associated with mainly Magna but also Asher and other "toxic" finance providers.
BMAK is BMA Securities.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=87854583
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=88527303
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=106744278
http://www.pumpsanddumps.com/2013/08/a-closer-look-at-awesome-penny-stocks.html
Read down a ways on that last article- it described who BMAK is and their association with Magna, Asher and a few other "toxic finance" houses in their words of the article.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=18742
Great commentary IMO via an I-HUB member on how an Asher or Magna "does what they do"- the various trading techniques used "behind the scenes" but visible to an astute Level II watcher, if they know what they're looking for. Notice being on the Bid and Ask at same time by same MM as a primary technique to control a thinly traded stock such as BHRT. Been happening a lot with BHRT since Magna deals were inked. Sometimes like 1000 or maybe 10,000 shares parked on each side of the trade- that like using a $100 bucks to park on each side of the bid/ask, it's noise level money for a big, pro trading desk. But can control the price and sink it as needed.
Remember, the lower the price goes for a finance house like Magna, the more shares they can get when they convert. The more share they can get, the more they can short, then convert again, wash, rinse, repeat. The classic "ratchet".
http://www.sec.gov/answers/convertibles.htm
http://www.stockpatrol.com/article/key/deathspiral
How a "death spiral" works, explained in great, simple terms. One of the best articles I've ever seen. I think it's being played out in real time on this one to the tee IMO. Exactly as described.
Quote from article:
""AT DEATH’S DOOR
Investor Information
March 12 2002
Death Spiral Financing. The name says it all. It conjures up the image of a process that is spinning out of control, toward inevitable doom. It is a disaster for companies and their shareholders. Yet desperate companies, needing immediate financial help, succumb to the temptation of short-term aid, only to suffer its long-term ill-effects.
How did death spiral financing earn its unsavory reputation? It works like this. A lender agrees to loan money to a company in exchange for a convertible debenture that bears a reasonable rate of interest. But there’s a catch. The lender is entitled to convert the debenture into shares of the company’s common stock, but the conversion rate is a moving target rather than a fixed, predetermined number of shares.
For example, in exchange for a loan of $1.5 million, the debenture holder may elect to receive $1.5 million of the company’s stock – usually at a discount from the prevailing market price.(a STEEP discount in recent BHRT deals, like 45% to 47%) The number of shares the holder receives will depend on the stock price at the time of conversion. Consequently, the lower share prices go, the more stock the debenture holder gets.
This presents a problem, and an opportunity for abuse, since the debenture holder benefits if stock prices decrease. Unfortunately, in order to take advantage of this process, some debenture holders sell the company’s shares short, hoping to drive down the price. As share prices dip, the debenture holders keep on selling short, pocketing more and more proceeds on the way down.
To illustrate this, consider the case where an investor is entitled to convert a debenture into $1.5 million worth of common stock. If the debenture holder were entitled to convert the debenture into a fixed number of shares – say 500,000 – he or she would have no incentive to see the stock price go down. To the contrary, if the stock price increased, so would the value of those 500,000 shares.
But look at what can happen if the debenture holder stands to get more shares as the stock price decreases. If the company’s shares were trading at $5 when the debenture was issued, the debenture holder might start out by selling short 500,000 shares and pocketing proceeds of $2.5 million. If the stock is not heavily traded (as is the case with most microcap companies) those sales could help drive the price of the stock downward.
As prices fall to $3, the debenture holder can short another 500,000 shares and realize $1.5 million more. There would be no need to stop. When the stock decreases to $2 per share the debenture holder can short 500,000 more shares for another cool $1 million. At that point he or she will have profited to the tune of $5 million.
In our hypothetical situation, when the stock reaches $1, the debenture can be converted into 1.5 million shares. The debenture holder may then deliver those shares to cover the outstanding short position. It’s that simple. For a $1.5 million loan, the debenture holder winds up with $5 million – a cool $3.5 million profit.
Death spiral financing can be a death knell for the company whose stock is battered by this practice.
Regulators are taking notice of this problem, as reflected in an action initiated by the Securities and Exchange Commission on February 26, 2003 against an unregistered investment advisor, Rhino Advisors, Inc., and Rhino’s President, Thomas Badian.
Rhino and Badian were charged with engineering a death spiral financing scheme to benefit one of their clients. The SEC complaint alleged that Rhino and Badian manipulated share prices for the common stock of Sedona Corporation by engaging massive short selling in order to enhance the value of a $3 million Convertible Debenture that had been issued by Sedona on November 22, 2000.
Rhino’s client had provided $2.5 million in financing to Sedona in exchange for a $3 million 5% Convertible Debenture that was due on March 22, 2001. The Debenture included a conversion formula that permitted the client to convert all or any portion of the Debenture into Sedona common stock at a discount to the market price – roughly, 85% of the price of Sedona stock during the five days immediately prior to conversion. Based upon this formula, the lower the share price on the conversion date, the more shares the client would receive.
Although the Debenture prohibited Rhino's client from selling Sedona's stock short while the Debenture "remained issued and outstanding," Rhino allegedly engaged in extensive short selling on behalf of its client before the Debenture was converted. According to the SEC, that short selling increased the supply of shares in the market and depressed Sedona's stock price. Consequently, Rhino’s client received more shares when it converted the Debenture. Following the conversions, Rhino allegedly engineered the trades to conceal the client's involvement in the scheme.
Rather than contest the SEC’s charges, Rhino and Badian consented to the entry of an injunction for violation of the anti-fraud provisions of the federal securities laws, and agreed to pay a $1 million penalty.
Commenting on the case, Thomas Newkirk, Associate Director of the SEC’s Division of Enforcement, noted the potentially poisonous effect of death spiral financing, stating
Certain convertible securities, particularly those referred to as ‘toxic’ or ‘death spiral’ convertibles, present the temptation for persons holding the convertible securities to engage in manipulative short selling of the issuer's stock in order to receive more shares at the time of conversion.
The results can be disastrous for issuers and investors alike.
Regrettably, this is just one example.
"
"Partnering Jan 12, 2015 video with $OCAT"
"Partnering" has NOTHING to do with OCAT forming or having any "partner" or even potential "partner" deals on the table that anyone knows about.
"Partnering" is the truncated name of a tiny website/company called "Partnering 360" that does little video presentations, is free to join and is "trying" to create a "linked" in type site and eventually charge membership fees (read their FAQ section)
http://www.partnering360.com/insight/showroom/id/586
The use of the word "partnering" has nothing to do with OCAT and what their CEO was doing as one member at some very tiny "conference" talking about non-specific and broad industry issues not even necessarily directly affecting current OCAT business.
Lets make it clear when tossing out a word like "partnering" what it means. NOTHING to do with a "partnership" involving OCAT, that's for certain. Just a video blip from a tiny conference. Means little to nothing IMO.
Bioheart Board of Directors Authorizes a Repurchase of the Company’s
Outstanding Common Stock
________________________________________________________________________
Well, all except the pesky little part about NO MONETARY value of the "might" "maybe" "could perhaps" "when possibly maybe" so called "share purchase " is given in the PR about the "maybe" "buy back" that was passed by the ole BOD. They could have allocated $100 bucks in the "share buyback" account for all one knows. A "share buyback" announcement almost always gives some base monetary amount allocated in the company budget to be used for the planned "buy back". Of course BHRT essentially has no cash at any given time- so "buying back" dilution shares via issuing more dilution shares would be a truly fascinating concept IMO?
Most importantly, is the ole "IT CAN BE CANCELLED AT ANY TIME" part and "WE REALLY MAY NEVER PURCHASE BACK EVEN ONE SHARE" part that's crystal clear in the heavily 'legal-eze" written and carefully worded/crafted PR about the supposed "share buyback" blah, blah.
Quote:
"Sunrise, FL – January 13th, 2014 – Bioheart, Inc. (BHRT.OB), a biotechnology company focused on the discovery, development and commercialization of autologous cell therapies a Florida corporation, today announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase outstanding Common Stock when beneficially prudent for the Company and its shareholders. “Bioheart is committed to maximizing shareholder returns,” said Mike Tomas, CEO. “Our Board of Directors and our management team believe that over the coming months circumstances may arise whereby the Company may be able to repurchase its Common Stock which in turn will bolster trading demand over supply and increase our price per share. Our immediate business goals are to increase top line product and service revenues and complimentary positive cash flows to support our longer-term clinical programs, a new emerging acquisition strategy, and the aforementioned stock repurchase plan. The regenerative medicine / cell therapy industry is advancing and Bioheart’s role within the industry is also evolving. Our mandate is to seize upon the opportunities that are readily
available, develop new product and services that are highly sought after and advance therapies that are both clinically and cost effective.”
Repurchases under the share repurchase program may be made from time to time through open market transactions, privately negotiated transactions or otherwise, as determined by the Company’s management depending upon market conditions and business needs in compliance with federal securities laws. The share program does not obligate the
Company to purchase any particular amount of common shares and it may be suspended, discontinued or modified at any time at the Company’s discretion and without prior notice.
Wonder how all that "discovery" and "commercialization" blah, blah is going with that $3K a month hacked out R&D budget and spending (diverted to huge cash bonuses) versus what they pay just two people in the company which is $525K base for Tomas + $500K bonus for Tomas + $250K base for Comella + $300K bonus for Comella = $1,575,000 per yr/ 12 = $131,250 PER MONTH to pay just two people.
Versus about $3,000 PER MONTH for the company's entire research and development budget (actually not even $3K a month, it was $8,581 for the last reported 3 month period, a total joke IMO for a supposed research and development company and "FDA trial claims" and all those other vast claims in the intro of that PR about a "share buyback" and seeking to "discover" and "commercialized, blah, blah, SURE) Yeah, lots of "discovery" and "research" going on? It's crystal clear IMO where the bulk of the money goes in this tiny, nano cap company. Real clear to me.
The funniest part IMO, beside the part at the end, which means it could have already been cancelled by now for all one knows and they don't have to announce it or tell anyone- the best line is the "maximizing shareholder value" part. That one's "rich" to say the least. The stock just touched down near it's all, all time lows and has lost about 99.8% of its value since becoming a public traded company. It's lost about 98% of its value since this CEO took over in 2010 (.50 cents to 8/10th of ONE CENT, and for that you get a $million a yr compensation including a $500K CASH bonus while the company is relying on the worst and most desperation, convertible debt "financing" deals a company can use via Magna, Asher, Daniel James, Fourth Man, etc and is on cash life support from month to month).
THAT is a heck of a "maximization of share holder value", losing 98% of their value for um and diluting the common share by 20X or more on your watch (from about 30 million O/S shares to now 600 MILLION plus all while the market cap has collapsed to 1/3 of what it was when you took over)- and all while that CEO just boosted his own annual compensation package to over $1 MILLION annually via a company that diluted out over 200 MILLION plus shares in just the past 1 yr over yr period alone and in the same yr they spent almost nothing on R&D while that CEO paid himself a $500K cash "bonus" and a $300K cash bonus to his one other main employee, after finishing their qtr with $46K total cash on hand left on their books.
THAT is too funny IMO. Yeah, the ole "maximize shareholder value"? Right. Oh, and that's why they create an LLC called Northstar Bioteach LLC made up of the same insiders/BOD members- and give them over 500 MILLION controlling votes so that the common shareholders have ZERO say or input or voting power over this public traded company- cause you know, you're all concerned with those little people shareholders and what they think and how they're doing and all? LOL. Right on !
From last filed 10-Q:
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm
PAGE 5:
These numbers are just the THREE MONTH PERIOD ended Sept 30 2014:
Cash and cash equivalents: $46,592
Total current liabilities: $10,336,315
Research and development: $8,581
Marketing, general and administrative: $1,512,706
(think SALARIES, BONUSES, LAWYERS, etc)
PAGE 23:Employment agreements
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Mike Tomas, Chief Executive Officer, at $525,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $150,000 to $500,000. In addition, the Board of Directors will grant Mr. Tomas options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $500,000 and options to acquire 10,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note.
On July 28, 2014, the Company’s Board of Directors approved the 2014/2015 salary for Kristin Comella, Chief Scientific Officer, at $250,000 per year, beginning July 1, 2014 with an incentive bonus ranging from $100,000 to $300,000. In addition, the Board of Directors will grant Ms. Comella options to be determined on or before June 30, 2015. The Company’s Board of Directors approved a bonus of $300,000 and options to acquire 5,000,000 shares of the Company’s common stock for ten years with four year vesting and a cashless exercise provision at an exercise price equal to the five day average closing price of the Company’s common stock as of August 1, 2014. The cash bonus may be paid in the form of a six month promissory note.
"
PAGE 12:
"NOTE 2 — GOING CONCERN MATTERS
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2014, the Company incurred an operating loss of $1,247,199 and used $747,184 in cash for operating activities. As of September 30, 2014, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $10.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.
The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. "
GOSH, the pesky ole SEC FILINGS, the legal documents- just don't always seem to paint as rosy and "glowing" an outlook for me as those ole PR's do or the "blogs" or the pretty "twitter" 140 character "bites" with fancy color graphics and all. I personally, just stick to the SEC filings for my info and ignore the rest. Just my personal preference and way I like to find my source of true info on the condition of the company.
"However the bright spot is that market analysts are turning defensive which usually means Pharmaceuticals become very attractive."????
What??
A micro-cap OTC penny stock of ANY kind, let alone a "bio-tech", which is not a "pharma stock" by any stretch is not a "defensive" play under any circumstances.
OCAT is in the speculative category about 1/2 notch rated above the Vegas craps tables.
When market folks talk about "defensive plays" in dicey or choppy markets, they are referring to blue chip stocks that PAY DIVIDENDS, are cash rich and hold little to know debt and sell sought after products such as "consumer staples", etc
Defensive plays when the term "pharma" are used (which pharma is really not even a 1st tier in the defensive category of go-to stocks typically) but if one were to consider "defensive" plays labeled pharmas it would be the Mercks and Pfizers and Bayers and Abbotts and Eli Lillys of the world. All mega cap divi payers with mountains of cash and enormous global operations.
NOT OCAT on the OTC, a cash poor share selling dilution machine with no sales or revenues, let alone profits or cash flows or even a remote chance at a product, let alone profits for years to come. It would be laughable for OCAT to be considered a "defensive play"?? It's a gambler's long shot play at best.
Defensive "plays" in order of safety are typically:
CASH
Triple A bond funds or govt. security bond funds (low cost Vanguard, etc)
Muni bonds holding only highest quality muni, tax free bonds
Utility stock (PCG, ED, AT&T etc all big divi payers and monsters who own power and/or communications to 10's of millions of households)
Consumer staple core companies (think Warren Buffett, Coca Cola, Clorox, Proctor Gamble, Pepsi, etc)
Any mega large cap divi payer (MO Philip Morris, Chevron-Texaco when energy shake out settles, Exxon-Mobile, Walmart, McDonalds, large healthcare mega caps, mega cap insurance companies a Buffett favorite, etc)
Also, the "dogs of the DOW" strategy, buy the most beaten down but financially still strong DOW stocks, 4 or 5 each yr- the one's "out of favor" taking a drubbing for some reason. As long as they're not way down for deep financial troubles- just "out of favor" in some cyclical down turn or similar.
NOT micro or nano cap, gambler quality "stem cell" plays. Not by a 1000 mile stretch is OCAT ever a "defensive play" and no money is going to "move to it" as the markets take a down turn. Quite the opposite will occur. Money will fly off to safe havens and the gamble plays get dumped and sold off first typically.
If they miss the window to get this deal priced and sold and cash/deals begin to dry up in the general markets- they're gonna be in a world of hurt on trying to fund and advance these very expensive trials. Markets and market conditions matter very much to this speculative, very tiny player. Money drying up is their worst nightmare at this point IMO.
"I cant find a blue chip that is trying to cure humankind via Stem Cells."
Just one example of many, BAXTER, a $38 BILLION market cap behemoth "blue chip" quality company, loaded with cash and with 61,000 world wide employees is actually doing quite a bit of R&D into stem cells.
What interesting- is they're a mega pharma, bio-med power house and look at their clinical trials data on clinicltrils.gov. They list several YEARS for "expected results" and "final data". They have micro departments with more employees than these micro cap stocks, entire divisions of FDA and regulatory affairs experts- the best of the best. Yet they list their time frames on phase 2/3 trials as YEARS for expected results.
While many on the penny boards give the implication that many of these micro-caps are like "months" or a "year" (singular) from practically bagging this thing and a 100% certain FDA approval, blah, blah, blah.
If BAXTER, who for all intents and purposes has near limitless cash, and 10's of thousands employees- if they figure they need YEARS for "prelim data" and longer for "final trial results" then one better figure these are big mountains to climb and tough nuts to crack. BAXTER has, I'm sure, access to the finest minds and labs and facilities that money can buy and attract- they literally throw off $BILLIONS in just "cash flow" every quarter or two. They have annual sales of $16 BILLION annual.
http://www.baxter.com/press_room/press_releases/2012/02_28_12_stem_cell_cmi.html
https://clinicaltrials.gov/ct2/show/NCT01508910?term=cd34%2B+myocardial&rank=3
Look at the times for the trial- for a mega corp with near bottomless resources:
Efficacy and Safety of Targeted Intramyocardial Delivery of Auto CD34+ Stem Cells for Improving Exercise Capacity in Subjects With Refractory Angina (RENEW)
Sponsor:
Baxter Healthcare Corporation
Enrollment: 291
Study Start Date: April 2012
Estimated Study Completion Date: June 2016
Estimated Primary Completion Date: June 2016 (Final data collection date for primary outcome measure)
FOUR YEARS they figure they need. BAXTER, a power house of the finest and with mega funding. FOUR YEARS.
That's the reality of FDA trials folks. Brutal, long and expensive as all get out.
The "Baxter family" - with original ties to the guy who started what is now the mega corp, "Baxter International" even funds a Standford "stem cell" lab.
http://baxterlab.stanford.edu/
So there's lots of "blue chip" stem cell stuff out there- it's just not on the penny stock boards. Just gotta hunt it down a bit.
"Lincoln has already invested 60 million. They will keep investing if they can keep making money. I would guess that Lincoln sells their shares as soon as they get them just like an underwriter."
I wouldn't even label Lincoln an "investor"- they're more like a payday lone joint. Lincoln gets shares at a discount per a predetermined formula and yes, flips um faster than hot cakes on a short order grill. They don't give a RIP about the company or "investing" in it- they're a cash-for-shares fast money joint. A lender of last resort type place- maybe one notch above the bottom of the barrel Asher and Magna/Hanover type death spiral/convertible debt lenders.
But Lincoln still pretty much stacks all the cards in their favor on any deal- such that they have a high, high degree of confidence that they make out good and make a boat load of money. People in the biz like a Lincoln aren't out to make a 5% or even 10% return on their money- they'd just use their millions to buy CD's and bond funds or whatever. These hedge fund type "investment banks" dudes- they want 25% returns, 50%, even 100% or more on their money, on fast turn-arounds, often 6 months or less is not unusual in the slightest. It's practically Mafia money or like owning an ATM it's so good. High risk but very high return- and they have their computer models, and traders and share flippers and all the rest very dialed in. These are very smart dudes who do this stuff.
The price Lincoln pays per share will be some classic variation of some formula similar to "The average of the lowest closing price of the 10 prior trading days blah, blah, blah" something like that. And then they get a large block of up-front shares as "fees" etc. An operation like Lincoln will then often short the stock and use the up front "fee" shares to use in the short-cover-short-cover cycles, then use the discounted shares they receive from OCAT to run similar short-cover "ratchet" trades, all kinds of stuff. They have their own trading desks or close relationships with pro desks, often their own MM or a close partner firm who makes markets in the stock- all kinds of ways to make nothing but money.
Not "investors" per say in my book- just "shares-for-cash" fast lenders.
The secondary underwriters will also get large up front fees and a share discount, they are just a little higher quality in that they're not doing any convertible debt or "floorless" deals. The underwriters is assuming risk by taking the shares and must be confident they can flip-sell all of them for a profit plus their fees and expenses they get to charge.
Right now OCAT has an open $100 MILLION shelf filed- so they're planning on selling at least that much in just 2015 IMO. This first round attempt is phase I of what's probably going to be qty-2, maybe qty-3 share offerings in 2015 or 2015, early 2016.
Problem now is- what can they get for the shares. The stock is in the low $6 range. No way IMO any underwriter's gonna take on 10 MILLION shares of a risky OTC micro cap looking to uplist for less than a pretty steep share discount. It's just too high risk a stock with a volatile share price. I've seen deals like this price from anywhere from about $4 a share to maybe $5.75 tops. Anything in that range wouldn't surprise me one bit. OCAT nets 10 million X the share price - underwriter fees and expenses which will be in the several $million IMO.
So OCAT might net about $40 mil to maybe $50 mil on the deal IMO.
Again, the markets are getting dicey both here and abroad, oil is effecting everything from stocks to the bond markets- we got terrorism making headlines, etc. They ended 2014 on a bull ride market for the ages - they didn't wait IMO cause everything was cool and good. They've hit a snafu of some kind IMO as they know any delays, any drop in share price, any big sell off of the major markets puts this offering just that much more in the hard-sell category. Lower the market share price- the higher the risk and the less they net. They're not waiting cause they want to, I don't believe that for a second. This was near $7 end of 2014- they would have placed and sold the deal in a heart beat if it was good to go. Something balked or threw a wrench in the machine- and no one knows why or what at this point. I think it's related to a complexity whereby they were "planning' or going to "try and pull off" a combo uplist and secondary place almost to the exact timed moment. A tough deal to co-complete two complex happenings. One or the other I think hit a snag and that sandbagged both until they can sort it out.
That's my 2 cents.
Global Stem Cells Group address change AGAIN??
They just moved into the same address/building, a few "suites" over as Bioheart Inc on 12/5/14, about 1 month and a week ago.
Now, they're supposedly MOVING AGAIN for "more space" blah, blah, blah? What? Makes no sense to me? So they did a big ole "corporate move" for their apparently "vast global" operations and stayed a whole entire MONTH in their new digs, and now need to move again?
Something doesn't pass the smell test again IMO per ole Bioheart. Just my 2 cents, but come on, one month they "move in" and then one month later they "move out" again? Right when the big ole lawsuit all goes down and what not? Really? Call me a skeptic, but sounds "odd" to say the least IMO.
From Florida Secretary of State:
"Detail by Entity Name
Florida Profit Corporation
GLOBAL STEM CELLS GROUP, INC
Filing Information
Document Number
P13000036085
FEI/EIN Number
46-2652268
Date Filed
04/22/2013
State
FL
Status
ACTIVE
Effective Date
04/15/2013
Last Event
AMENDMENT
Event Date Filed
12/03/2014
Event Effective Date
NONE
Principal Address
13794 NW 4TH STREET
SUITE 202
SUNRISE, FL 33325
Changed: 12/05/2014
Mailing Address
13794 NW 4TH STREET
SUITE 202
SUNRISE, FL 33325
Changed: 12/05/2014 "
And what's the ole address for the Bioheart "headquarters" little 4000 sq-ft rented "suite" in the same office rental building that these two "vast global" corps were occupying down the row from each other for ONE MONTH? So, "suite" 202 and suite 212? And "Global Stem Cell Group" lasted one month at their "new" address? OK? Makes sense I guess?
Bioheart "headquarters" right off their corp website:
13794 NW 4th Street, Suite 212
Sunrise, Florida 33325
LOL. Global Stem Cell group MOVES AGAIN??
"Our strategic partnership needs more room as we grow" LOL. OK, sounds good I guess?
But they just moved into the SAME OFFICES as the big "Bioheart headquarters", only MONTHS ago??
Then, Bioheart announces a "new" training unit of their own- another "sub company" for their massive 4 person operation. Bioheart "training USA" or whatever they've called it.
And now Global Stem Cell Group "moves out" of Bioheart's same address? What? Do you think they were every really "moved in"? What's Global Stem Cell Group? Maybe a few people in a rented suite? Ever seen a number of employees listed for um? Ever seen the sq footage of any office they've been in listed to prove they're "expanding"??
Another fluff PR. Maybe with the big lawsuit and all- it's not so "prudent" to be co-located in the same offices as Bioheart? And now Chuck Hart is "removing himself" off of the Northstar LLC documents and title as "manager" and holder of the controlling share vote and all?
Sure a lot of "oddly" timed upsets and changes just happening out of nowhere- well, except that all the Sr. Mgt (all two of um) and the entire BOD and the corporation itself and Northstar LLC just got slapped with a hefty lawsuit to defend.
Even the Northstar LLC "headquarters", ole Chuck Hart's place is up on the for sale block. LOTS of changes sure going down at ole Bioheart.
Fascinating IMO.
http://lawsuitpressrelease.com/investors-sue-bioheart-inc-millions-unpaid-debt
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/
http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=222976786
I thought all the selling was supposedly "TAX LOSS SELLING"???
So why has the stock been MASSIVELY SELLING OFF well into Jan of 2015? Why?
Any TAX LOSS SELLING ends Dec 31st 2014??
There's no comparing this to the all time low drop of Dec 2013? This selling is occurring in the beginning of the new yr.
There's no real buying here- it's trading on the spread on a pittance of volume relative to the massive sell and dump days. This is Magna now burying this thing and they're not gonna let up IMO.
I looked at over a dozen chart of companies who used the EXACT same Magne "enhanced equity line" product, which by the way, ALWAYS seems to come in a "package deal" with a toxic "note" first, then the "credit line" and every company I looked at was totally buried in 6 months in most cases from inking the Magna deal, maybe 9 months tops.
They all traded exactly like BHRT has been trading - just fell off a cliff on high vol and buried. Then, a spike or two up along the way, then buried in round 2, 3 and 4. Ending with triple zeroes after the decimal (one was .002 a share or so) - every case I examined.
I-hub has an entire Magna/Hanover board set up- it's a grave yard of companies that went to Magna for desperation financing deals. Add in now this lawsuit- which is going to cost enormous bucks to defend and if the plaintiffs prevail- will BK this company for certain IMO.
http://investorshub.advfn.com/Clients-of-Magna-Group-and-Hanover-Holdings-25550/
I'd speculate that some of this recent selling has even been insiders dumping to get out now- with whatever they can make. I'll be checking the Northstar share holdings and the Form 4 debt-to-equity share counts when the 10-K is filed and see if anyone's been unloading large amounts of shares.
This is on life support in here IMO. Survival mode at best. The share buyback "WE CAN CANCEL IT IN 5 MINUTES and no DOLLAR'S GIVEN" PR was pure desperation IMO. A comical penny PR if there ever was one. More vague and more loaded with "if" "maybe" "might" "could happen if probably maybe" than probably any penny PR I've ever read.
"Mike Tomas is CEO and has kept this company afloat!"
I wasn't aware that a highly sought after CEO keeps companies barely "afloat" and teetering for yrs on the edge of insolvency and going BK? Afloat is a survival mode in my book? CEO's that "perform" meet target goals and business performance metrics and grow the company and increase shareholder value (not lose 98% or more of it) and they cause market caps to increase most of all, and not decrease among other commonly sought after business metrics and commonly accepted measurements of CEO performance. That's been my experience.
Mike Tomas has diluted the common stock using endless convertible debt deals to "keep the company afloat" while never advancing a single one of their major, FDA quality phase 2/3 trials in 5 yrs now per their own SEC filings, all while helping to self-vote himself and one other individual in the company very large base pay increases, as well as, "bonuses" and enormous amounts of stock options for themselves etc. The salaries and bonuses for just himself and one other person now total:
$525K + $500K bonus + $250K + $300K bonus = $1,575,000 annually.
That's on a company that will spend "maybe" about $50K TOTAL for yr 2014 as compared to about $500K in yr 2013 and $millions per yr in years prior to that. A supposed "medical research and development" company that keeps dangling a carrot that they're supposedly "conducting FDA phase 2/3" trials- for 5 yrs now, when in fact they are not conducting or advancing a single phase II/III trial, and have not for years, per their own SEC filings.
All the lawyers they hiring on retainer now- just that bill alone IMO is gonna dwarf that $50K annual R&D spending line, aka the "trials" which are booked as R&D on a biotech accounting entry. It's clear IMO where any money goes in this company- and it ain't for "trials" as their twitter page proclaims, "the undisputed clinical leader in applying adult myogenic stem cells to treat advanced heart failure. In Phase II/III studies." All except the part they're NOT conducting trials anymore for 5 yrs, let alone phase II/III, let alone being the "world leader" at anything- with no cash at any given time and now a sub 1 CENT stock price and market cap not even cracking $5 million bucks.
When Tomas took over as CEO the common stock price was maybe .50 cents and as high as .70 cents in the Summer of 2010 when he took over. There was maybe about 30 MILLION shares O/S, somewhere in that neighborhood. That means a market cap of maybe $15 million or so.
Thus, on his watch and, under his management- the company has lost nearly all employees, essentially becoming himself and one other person with an occasional one or two other employees (4 full time and 1 part time as of last SEC filing, less than that per 2013 SEC filings), the market cap has been cut by 2/3rds and the common stock has lost about 98% of its value on his watch. The common shares have been diluted out by about 20X to 600 MILLION plus, the only thing that's propped that market cap figure up. All while no progress, no "re-start" of their key trials - the REGEN and MARVEL trials has ever occurred and now Myocell isn't even on patent anymore and they really don't hold the key licences to those key technologies anymore either as those have all lapsed also on his watch.
And for that, he's now increased his pay package to over $1 MILLION annual on a company that uses the worst of the worst desperation, dilutive type financing to bring in trickles of cash each month or every few months.
Anyone can "keep it alive" or "functioning" when they can sell stock endlessly to toxic, convertible debt financiers. What's the big trick or "magic" or what "management skills" does it take to do that? If this company was not public on the OTC and couldn't endlessly issue out common shares of stock- they'd of been lights out years ago. They've been in insolvency many times (read the recent lawsuit filed against them- it describes them as "insolvent" during the period of events taking place in the suit) and they're teetering on insolvency and "liquidity problems" per the "going concern" warnings that are in each SEC 10-Q or 10-K filing. Sell stock, pay a couple insiders, dilute more, wash, rinse, repeat as common share price gets crushed to toilet paper status. What's the big deal with that?
Here's some CEO "performance data" from the recently filed SEC "prospectus" for the Magna financing deal (the one adding ever more dilution):
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001603/d31959.htm
PAGE 17:
"we have generated substantial net losses, including net losses of approximately $3.1 million, $4.0 million, $4.7 million, $5.2 million, and $4.4 million in 2013, 2012, 2011, 2010 and 2009, respectively, net loss of approximately 2.4 million for the quarter ended September 30, 2014 and substantial negative cash flows from operations. We anticipate that we will continue to incur significant and increasing net losses and negative cash flows from operations for the foreseeable future "
All but one of those yrs was with Tomas as CEO. Notice the substantial loss in just the most recent qtr of 2014, the "year of revenues".
PAGE 28 (Bioheart never really "invented" or "created" much of anything on their own- they just licensed other peoples technology- it's in their SEC filings. They presently don't "own" or possess the "rights" to much of anything really- so it's not even clear IMO what of any value the company has left? And they have a total of about $250K assets on their books, $250,000, which is a pittance for a public traded company- a decent Mercedes can cost that or a tiny, one bedroom condo in a metro area)
"Risks Related to Our Intellectual Property
We hold limited patent and other intellectual property rights, and our success will be dependent in large part on safeguarding our existing intellectual property rights and obtaining patent and other proprietary protection for our product candidates.
We hold limited patent rights in our product candidates. Our MyoCath product candidate is protected by a patent, expiring in September 2017, in which we have an irrevocable co-exclusive license. Our MyoCell product candidate is no longer protected by patents, which means that competitors will be free to sell products that incorporate the same or similar technologies that are used in MyoCell without infringing our patent rights. As a result, MyoCell, if approved for use, may be vulnerable to competition in the form of products that use the same or similar technologies. We have previously licensed certain patents and patent applications relating to our MyoCell product candidate. These licenses have all lapsed as of the date of this report, although we have had discussions with the relevant licensor regarding a potential reinstatement of our rights in such licenses."
And one wonders why the Myocell related trials are parked and gone nowhere and can't attract any funding? Bioheart no longer HAS PATENT or EVEN LICENSES related to Myocell anymore. It's right there in black n white- so why sink a $100 million plus into phase II/III trials for something that anyone else can use or copy? It says competitors would be free to copy it w/o infringement- it's right in the same paragraph.
PAGE 29:
"Our most important license agreement with respect to MyoCath is co-exclusive and the co-licensor of the intellectual property, a division of Abbott Laboratories, may also seek to commercialize MyoCath."
So not only does Myocath come off patent in just 2 more yrs, but it's not even an "exclusive" to Bioheart anyways. Bioheart competing with the mega giant Abbott? So what's Myocatch really worth? Not much IMO.
PAGE 51:
"We received approval from the FDA in July of 2009 to conduct a Phase I safety study on 15 patients of a combined therapy (Myocell with SDF-1), which we believe was the first approval of a study combining gene and cell therapies. We initially commenced work on this study, called the REGEN Trial, during the first quarter of 2010. We suspended activity on the trial in 2010 while seeking additional funding necessary to conduct the trial.
We are seeking to secure sufficient funds to reinitiate enrollment in the MARVEL and REGEN trials. If we successfully secure such funds, we intend to re-engage a contract research organization, or CRO, investigators and certain suppliers to advance such trials."
$800K in just "bonuses" to TWO people while R&D spending has been hacked to about $3K a month, all while the "big trials" wait on supposed "funding" since 2009/2010 and we're in 2015 now? Makes sense to me??
PAGE 66: (Not even the "newer" supposedly "better" Myocell SDF-1 is protected by patent. Nope. Nothing there either. So what does this company really have of any value?"
"MyoCell SDF-1 Patents
To develop our MyoCell SDF-1 product candidate, we rely primarily on patents. [b[color=red]]We had an agreement[/color] to license patents from Juventas. These patents relate to methods of repairing damaged heart tissue by transplanting myoblasts that express SDF-1 and other therapeutic proteins capable of recruiting other stem cells within a patient’s own body to the cell transplant area. We believe we will also need to, among other things, license some additional intellectual property to commercialize MyoCell SDF-1 in the form we believe may prove to be the most safe and/or effective."
See the word HAD, as in we HAD, past tense "an agreement"?? That means they no longer HAVE the agreement. So what do they HAVE NOW? Sounds like nothing to me?
PAGE 53: (License to "Lipicell is lost to a lawsuit- so they just like magic rename it "ADIPOCELL", once again not "inventing" anything or owning anything original of their own, just "licensing" what someone else has done. So how does all the past "Lipicell" testing/trials amount to anything when they no longer license it, but now just "invented" a new name called "ADIPOCELL"?? How does that "work". It's not even clear they have a solid license to ADIPOCELL, they have the infamous BHRT ole "term sheet" and we know how those have worked out in the past. They've had too many "term sheets" to count that were never heard about again. Think $2 million supposed financing "term sheet", just search the PR on that one that never materialized into anything.)
"AdipoCell
Bioheart has successfully completed various trials using adipose stem cells. In August 2013, the Company canceled its license agreement with the Ageless Regenerative Institute for adipose derived stem cells called LipiCell. Bioheart has entered into a term sheet agreement with Invitrx to License their adipose derived stem cell products. Bioheart has changed its adipose derived stem cell product name to AdipoCell."
Another "term sheet" - so does BHRT really even hold a license and rights to this technology or not??
So what does Bioheart really "own" or hold as intellectual property or key patents or tech they originally invented or hold exclusive rights too,etc?? NOT MUCH that I can see via reading that SEC filing? A bunch of lapsed licenses, lapsed patents and a "term sheet" maybe? And their one, non-exclusive catheter patent is gone in 2017, two short yrs away- and it's never generated much revenues anyway. What are they going to supposedly run "trials on" and sell and own and have the rights too in the future? What? Nothing that I can see- it's no wonder they don't waste money on those old trials IMO as they don't hold patent or license to anything exclusive related to um anyway.
PAGE F-6 (the ONLY thing that keeps this "afloat" is DILUTION and lots of it)
" Fully diluted shares outstanding were 659,543,477 and 323,296,916 for the three months ended September 30, 2014 and 2013, respectively and 605,015,919 and 336,682,241 for the nine months ended September 30, 2014 and 2013, respectively."
That's a DOUBLING of O/S shares in ONE YEAR as Tomas "keeps it afloat". Anyone can dilute and sell stock to desperation lenders- what's the big "magic" about that? As old as penny-ville and the OTC itself. They didn't bump the A/S to 2 BILLION in 2014 for no reason.
And then the upcoming proxy vote- another pay/perks booster program to be self approved by insiders as "Greg Knutson" whoever he is- now holds the total controlling vote on over 500 MILLION shares of Northstar Biotech LLC stock which in effect controls all of Bioheart, the "public" traded company. Nice, when you've set it up so that a hand full of insiders control it all and can self-vote themselves anything and everything they want.
From the SEC filed proxy coming up at the ASM: 3 of only 6 total items to be "voted on" (a self that Northstar LLC will approve via their 100% controlling voting shares, now via a "guy" named "Greg Knutson" who the public shareholders don't even know who he is? See documents just filed with the Florida Secretary of State showing that "Greg Knutson" of Ham Lake MN now holds all voting power as "manager" of Northstar LLC, rather than Bioheart BOD "Chuck Hart" only months ago)
http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert
"1.
To elect seven directors of the Company, each to hold their offices until the next annual meeting of the Company’s stockholders or until their successors have been duly elected and qualified or until his earlier resignation, removal or death. The Board of Directors recommends that Stockholders vote “FOR” each Director.
2.
To ratify the appointment of Fiondella, Milone, and LaSaracina LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and to authorize the Board of Directors to fix their remuneration. The Board of Directors recommends that the Stockholders vote “FOR” this proposal at the Meeting.
3.
To approve the 2013 Omnibus Equity Compensation Plan. The Board of Directors recommends that the Stockholders vote “FOR” this proposal at the Meeting.
4.
To consider and, if deemed advisable, approve an advisory vote on executive compensation.
5.
To consider an advisory vote determining the frequency of future executive compensation advisory votes.
6.
To transact such other business as may properly come before the Meeting"
So basically it's nothing more than to self-elect the same current BOD members back into their same seats, name their same auditor as auditor again and then 3 of the 6 items are for EXECUTIVE COMPENSATION- i.e. keep a large amount of goodies flowing to the tiny few who run and control this "public" traded company- in which the "public" shareholders have no say and no voting power. Northstar was set up to insure the BOD and perhaps a "mystery" member or two control it all- including whoever this "Greg Knutson" of Ham Lake, MN is? See the latest lawsuit filing to read about the questionable validity of Northstar LLC, according to Brenda Leonhardt, a major creditor to Bioheart and ex-wife of the former company CEO and CSO and company founder Howard Leonhardt.
Yeah, keeping it "afloat" is an apt description in my book as that's about all it does IMO, is "stay afloat" to the benefit of a tiny few insiders. The common share holders for all intents and purposed have been wiped out and have no votes or voice in this company anyway. "staying afloat" - if that's some "new" definition of CEO "performance" then that's a new on one me? Never heard of that as an industry recognized CEO metric, not in any industry or biz segment?
http://www.dexknows.com/business_profiles/knutson_g_e_construction-b370906
http://www.bbb.org/minnesota/business-reviews/mason-contractors/hart-masonry-in-anoka-mn-96119754
http://www.zillow.com/homedetails/19345-Rhinestone-St-NW-Nowthen-MN-55303/2126624884_zpid/
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400&aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&searchTerm=northstar%20biotech&listNameOrder=NORTHSTARBIOTECHGROUP%20L120000248400
http://search.sunbiz.org/Inquiry/CorporationSearch/GetDocument?aggregateId=flal-l12000024840-bd33dc0c-23e3-4df8-9590-ecf4bbbe3d0d&transactionId=l12000024840-46773435-d124-47a2-a180-a768590a4a43&formatType=PDF
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLRuvNI4bc8
http://lawsuitpressrelease.com/wp-content/uploads/2014/12/Leonhardt-v.-Bioheart.pdf
" I am in the process of conducting a forensic review of the trading."
So you're a licensed professional (broker-dealer, hold a securities license, or similar?) or are some sort or legal counsel to Bioheart? Is that the claim being made?
Are you claiming to be thee "Bryan Collins" of Greystone Capital, a plaintiff in the currently filed lawsuit involving BHRT??
http://www.businesswire.com/news/home/20150107006044/en/Investors-Sue-Bioheart-Millions-Unpaid-Debt#.VLaROtI4bc8
"The lawsuit was filed by the law firm Fox Wackeen of Stuart, Fla. on behalf of investor Brenda Leonhardt and Bryan Collins, a Miami-based financier."
I'll send Fox/Wackeen a note and let um know. Doesn't seem prudent to be on a stock msg board commenting about the stock in the middle of an active law suit if one is one of the key plaintiffs in the suit? I'm sure Fox/Wackeen will want to be updated. Will email them right now.
What's the purpose of the supposed "forensic review of the trading" and who's paying for this "review"??
How bout this- the "odd trading" can be pin pointed TO THE DAY pretty much that the Magna financing deals were inked and finalized.
I'll get the dates and overlay um on a chart. Probably can save a lot of time on the "forensic trading" review and pure speculation this is somehow tied to the recent lawsuit or plaintiffs or similar.
"
"Bioheart has, is and will continue to improve its financial position. This year-to-date, revenues and cash flows have substantially grown, cash operating losses have been curtailed and we have reduced our overall debt position - all important building blocks for the Company's future." - Mike Tomas "
OR, just read the actual SEC FILINGS which show that NOT to be the case. They have no "cash flows"?? Not positive "cash flows" that's for certain?
http://www.sec.gov/Archives/edgar/data/1388319/000114544314001305/d31740.htm
Latest filed 10-Q, PAGE 5:
For the 9 month period ended Sept 30th 2013 versus 2014 from their "Condensed Statement of Operations":
Total operating expenses:
2013: $2,246,365
2014: $4,109,567
Net loss from operations:
2013: (2,190,385)
2014: (2,545,703)
Research and development:
2013: $494,762
2014: $33,916
A DOUBLING of expenses and a BIGGER LOSS FROM OPERATIONS yr over yr, plain as day. And that's after hacking out $450K from the R&D budget, bringing it to near nothing, the operational loss STILL got larger
PAGE 7: (regarding NEGATIVE cash flows)
CASH FLOWS FROM OPERATING ACTIVITIES:
2013: $(2,416,000)
2014: $(1,247,199)
Again, consider that $450K got cut out of the expense line which makes up a big part of that reduction in loss, but still a large loss and NEGATIVE "cash flows". Not even close to cash flow "positive".
It's right there in black n white, latest 10-Q filing. And R&D has been hacked to near NOTHING. No "trials" being funded, not even close.
I just use the legally binding SEC filings personally. "PR" and "blogs" don't matter much to me personally. They don't carry the weight and legal fiduciary powers of a SEC filing IMHO. The "source" of the "real picture" for any public traded company- is the documents on the SEC EDGAR database.
"Let's also not forget that the uplist delay is voluntary now since they've exceeded the time requirements"???
They don't meet the minimum shareholder requirements of $5 million per their own company, Sr mgt member's comments- and there's nothing "voluntary" about that?? "time requirements" have nothing to do with it.
$720K positive equity is all they had, and that's past tense and would be reduced based on cash usage, unless they're tapping Lincoln to replace depleting cash for day to day operations.
$720K is about $4 mil shy of what they need to list. If they can't sell that secondary (and the terms only get worse the lower the share price drops and the more this market overall trades down) - then they're in the pickle box IMO.
Not good the longer this drags out. They're not "waiting" buy "choice" - no way IMO. You don't wait as you're watching the world markets sell off and credit and money getting tighter as oil imploded and terrorism plasters the daily news, etc. No way.
Looks like Magna or whoever is done with a bit of this "ratchet" they were running and are now "trying" to goose it back up to the 1 CENT area using a mega wide spread again (10% or more spread- which is couldn't hold yesterday, ending flat on the day, despite the "PR" attempt to try and boost the shares as usual)
Bid parked at .0085 but Ask .099 on WIDE OPEN SPREAD on micro buy of maybe a 100K, maybe 200K shares tops ($1K, maybe $1,500 bucks worth to get a supposed 17% "up" spike, when it was selling down 26% on literally MILLIONS of shares, 10X or more this volume)
I think this is the typical pattern going for a month or more now. Magna (or whoever it is) ratchets it down on mega volume sell/dump days, then lets it recover a bit now on a very low vol day so far- using the ultra wide spread to "try" and get maybe some newbie buyers to take nibbles at it.
I think more big down legs are in store- I've just seen it too many times once Magna gets their hooks into a very financially weak stock like this. It's gonna be mega dilution from here on out- if they tap that Magna line for even small amounts of cash it's in the 10's of MILLIONS of shares to Magna each time.
I don't see the down trend abating. The vol on these tiny "up" or flat days is a fraction of the sell-n-dump days. It's been selling off hard on 3.5 million to 11 million share days- and now it opens on maybe 60K shares and just sits parked, flat-lining like it did a month or two ago.
I think Magna is just re-loading here, getting set for the next leg down.
I think also, the reality of the new, huge legal bills hasn't even hit yet - but will likely begin to already show in the upcoming 10-K, as BHRT was already "lawyering-up" before the lawsuit (the one they DON'T ISSUE A VAGUE PR ABOUT, funny how that "works', eh?)- the one the public press had to break the news on, I think those costs are gonna be real large for this tiny, cash poor company. Real large IMO. I highly doubt those law firms go on retainer or work day to day for penny stock shares. So any cash BHRT has goes to lawyer fees first now IMO and if they don't have the cash- that means hitting the Manga dilutive credit line, as many times as needed to pay the bills.
My 2 cents.